


Spider-Man Chronicles Volume 1: Origins

by megamatt09



Series: Spider-Man Chronicles [1]
Category: Spider-Man - All Media Types
Genre: F/M
Language: English
Status: Completed
Published: 2014-05-04
Updated: 2014-05-21
Packaged: 2018-01-21 20:10:49
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings, Graphic Depictions Of Violence, Major Character Death
Chapters: 116
Words: 601,256
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1562507
Author URL: https://archiveofourown.org/users/megamatt09/pseuds/megamatt09
Summary: <blockquote class="userstuff">
              <p>Re-imagining of Spider-Man and the rest of the Marvel Universe. Peter/Gwen.</p>
            </blockquote>





	1. Mandatory Origin Story Part One

**Chapter One: The Mandatory Origin Story Part I.**

"And Parker if you ever show me up during class again, you'll be stuffed in that locker," grunted Flash Thompson as he shoved fifteen year old Peter Parker backwards and slammed him against the locker. The larger boy had two hand fulls of Peter's shirt. "Make me look stupid…"

Despite his situation, Peter could barely resist. He retorted. "Actually, Flash, evolution has long since beaten me to the punch with that one."

The science prodigy paid for that one as he was thrown to the floor. Many watched and few seemed to want to get involve. Why would they?

Flash Thompson was the beloved hero of the previous Football Season. He lead the Midtown High Football team to a state championship. Peter Parker was just a misfit who just managed to be smart.

"Watch it Parker!" snapped Flash but amusement appeared on his face as Peter scrambled to his feet. He taunted. "Ah, has Puny Parker fallen and can't get up?"

At this point, an attractive blond haired girl arrived and stepped right in front of Peter. She was Gwen Stacy, one of Peter's best friends for years and she was rather protective of him to say the very least. As she got into the face of the boy who was twice her size. "Back off, you thug! It isn't Pete's fault you don't have two brain cells to rub together!"

_"Sixteen years old and still the stereotypical bully from every show on television," thought Gwen as she looked at Peter._

Flash recoiled as several members of the crowd snickered at his discomfort. He opened his mouth to say something. A teacher walked onto the scene and even Flash knew not to try something.

"Later Parker, you can't behind a girl forever," said Flash before he moved away. The other members of the crowd walked away.

The teenage girl bent down and checked on her friend, with a smile.

"Okay, Peter?" asked Gwen with concern as she looked at her shaken friend.

"Yeah, don't worry about me, Flash is just displaying his wonderful personality," replied Peter as he adjusted his glasses. "At least he didn't give me a black eye this time, maybe he's softening. After all these years, I still don't get what his problem is."

Gwen sighed. She loved her friend but there were times where he was a bit too nice. "Pete, he keeps bothering you because you just sit there and take it. You need to stand up for yourself, you know be more assertive.

Peter frowned at this statement and was on the defensive.

"You're saying I'm not assertive?" asked Peter "I mean, I suppose you could be right, but that's just how I am. I don't want to cause any trouble."

Gwen sighed as she turned to look Peter right in the eye.

"That's the problem, people like Flash only understand one thing, physical force," answered Gwen. "Why do you think he's so good on the football field? Because he's so aggressive, but you don't have to take it. You're better than that, you're better than him."

"Flash giving to you problems again, Pete?" asked a voice which caused Gwen and Peter to turn around, to see their other friend, Harry Osborn leaning against the wall in his usual lazy expression.

"Wow, Harry, you actually showed up to school today," replied Peter and Gwen laughed.

"Yeah, had nothing better to do, besides Dad decided to take an interest of my life, it tends to happen every now and again," said Harry. "He found out all the time that I missed and…well he wasn't too thrilled. Now I have to spend every moment of my free time outside of school with tutors to get me caught up."

"I told you your attitude would come back and bite you in the end, Harry," said Peter and Gwen responded with a nod.

"Hey, it's not my fault that some people don't find school as interesting as you two do," said Harry as he looked at his friend, all serious. Well serious as Harry got anyway."You know, Pete, maybe if you loosened up a bit, maybe Flash wouldn't be giving you hell every time you turn around."

"Don't know if that would happen, but Aunt May and Uncle Ben wouldn't be happy with me if I slacked off in my studies," said Peter, with a shrug of his shoulders before something struck him. "You know Harry, I've know you for years, but I don't think I've ever met your dad."

Gwen nodded. "Yeah me neither, I mean I've seen him in pictures, but it's not like he's an easy man to get a hold of."

Harry just looked extremely tentative and evasive.

"Harry?" prompted Gwen.

"He hinted that he's picking me up after school to make sure I went, so if you're lucky, you might see him," said Harry before he turned away from the other two teenagers. "If lucky is the word you want to use to describe meeting my father."

"Did you hear about the exhibit they're having at ESU this weekend?" asked Gwen, abruptly changing the subject and Peter's spun around with interest, nodding. "A great scientific breakthrough, this could revolutionize the world."

"I know tell me about it, genetically altered insects and arachnids," answered Peter and Harry just pulled a face.

"You mean to tell me you two are excited about a bunch of bugs?" asked Harry as he shook his head. "Friends or not, I'll never get you two sometimes when you geek out about stuff like this."

"Not just any bugs, they've been genetically modified to be much stronger to defend against predators, not to mention the fact this could lead to further studies being done and it can lead to curing diseases," rambled Gwen in an excited voice. "We could be looking at something that might change the entire face of genetics."

"Not to mention Professor Warren has been studying this for years, he's a genius on this," added Peter, who was practically ecstatic.

"Warren?" asked Harry as he screwed his eyes up, sudden recognition dawned on him. "As in Professor Miles Warren?"

Peter nodded. "Yes...that guy. Why have you heard of him?"

"He worked for Dad for years," answered Harry. "Not exactly all there in the head, he had a couple screws loose, Dad had to let him go, I heard he was a bit obsessed with cloning."

"Well he's not without his quirks," agreed Peter not quite sure what to believe of this information. "All great scientists have them."

"Maybe," said Harry as they heard the warning bell for the final class period of the day. "Still, not like I'd get to see this amazing scientific breakthrough, Dad has my entire weekend and maybe the rest of my life booked for all I know."

"Just hang in there, Harry, you'll bounce back," said Peter and Harry just shrugged off his friend's encouragement.

"So, Pete, maybe we should check out that exhibit," suggested Gwen. "You know, it'd be a fun thing to do."

"If you want to," said Peter with a smile.

"So it's settled, it's a date," replied Gwen, but she then blushed when she realized what she said.

* * *

Norman Osborn was not a patient man at any time but when his time was monopolized by petty things way below his notice, he tended to be less patient.

He walked across the lobby of Oscorp Headquarters, cold and indifferent. Osborn prepared to pick his son Harry up for school within the next hour, before he dropped him off with the arranged sessions with his tutors.

He wished that his son had not been such a disappointment, lacking the ambition to even give the minimal amount of attention towards his studies.

Norman reasoned that this was no fault of his own. There was something simply lacking with the boy.

"Mr. Osborn, sir?" asked a nervous character with reddish brown hair and glasses. "A Wilson Fisk is here to see you, sir."

"Send him in, Menken," ordered Norman briskly and Menken nodded, before he moved forward.

The CEO of Oscorp stood, having no clue what Wilson Fisk could possibly want at this time, but knowing Fisk, it could hardly be anything that would benefit Norman.

He looked calm and collected as a bald rotund man wearing a white suit stepped forward, with an armed bodyguard on either side. Not that he needed them, he was strong enough to rip anyone apart personally who tried something with him, but Wilson Fisk rarely dirtied his own hands.

Norman stared down the man respectful but not fearful. "Good afternoon, Wilson."

"Hello, Norman," said Fisk as he stared back.

"Might I ask you what business you have at Oscorp?" asked Norman.

"Norman, my dear boy, there is no need to be hostile, I do like to check up on the business I own a sizable interest in from time to time," said Wilson in a polite and professional tone of voice. His voice commanded authority all of the same. "Especially considering recent accidents that have made their way into the news cause me grave concern as a stockholder."

"Mendel Stromm's untimely demise was of no fault of mine, the poor man dropped dead of a heart attack, contrary to what misguided rumors you may have heard, Wilson," said Norman in an icy voice. "The man was getting on in years and it's a shame that he passed, he was an old teacher of mine. A great mentor and that's not a compliment I give lightly…"

"A great mentor with an experimental formula that could add millions of dollars to your fortune with the right buyer, providing of course he was out of the picture and you didn't have to give him royalties," answered Fisk and Norman did not bother to respond. "Naturally I'm not accusing you of any wrongdoings Norman, but the fact of the matter is, the fact that these rumors exist give Oscorp a bad reputation. Still, there is one thing that I wish to know, Norman. The formula that Stromm was working on, while I know of its existence, I'm unsure of its capabilities."

"It was a super performance enhancer, but I assure you it was highly unstable and extremely addictive," said Norman evasively. The truth was he had worked on modifying the formula. Stromm's initial work was a decent base, but there was still much work to be done. "The entire project has been thrown out."

"A pity, but I'm sure you had your reasons," said Fisk as he eyed Norman suspiciously. "I do hope that no more deaths occur. It would be most unfortunate for business. I might have to ask the other shareholders to step in to take a nice close look at Oscorp or to be more particular, it's management."

"Is that a threat, Wilson?" asked Norman.

"No, merely a friendly warning," said Fisk. "I would love to chat about old times but I do have other businesses to attend to. "

Norman remained in the shadows."You may be taking a bit too much on, Wilson. Best be careful, someone could take you down a peg."

"If someone tries, they would be far from the first," said Fisk as he remained nonchalant. "Good bye, Norman."

"Farewell, Wilson," said Norman as he watched the man walk away with narrowed eyes before he turned and walked down to the door where his limo waited.

Wilson Fisk sat back in his limo deep in thought. He was a man who was known to the word as a charitable philanthropist and a respected business man but there was another side of him.

He was feared in the New York criminal underworld as ruthless Kingpin of Crime, a position that he steadily held for the past fifteen years, after orchestrating an overthrow of the former lead crime boss of New York, Silvio Manfredi. While Manfredi withered away in prison, Wilson Fisk enjoyed the trappings of power of being a crime boss.

Soon he would gain control of Oscorp and the Kingpin of Crime would use its vast resources to spread his criminal empire beyond his current scope of influence.

* * *

Harry quickened his pace. He looked over his shoulder as Peter and Gwen hurried to keep up. His friends and his father, he was not really sure if he wanted them to meet. Two worlds like that should not collide.

Granted, there were few difficulties with that. Norman left Harry in the care of butlers and family servants for years. He feared his father would not approve of his friends. Also, Harry was scared his friends would be scared away by his father's eccentrics.

"Hey, Harry, wait up!" called Gwen in frustration.

"Maybe it's just me, but Harry's trying to lose us," muttered Peter under his breath as they sped up and dodged around the crowd.

As Peter and Gwen walked through the door. Harry was off in the distance, pace quickened as he craned his neck, seeing his father waiting outside the limo. This caused Harry to wince.

"Hello son," said Norman as he studied his son and took note that the boy seemed to be in a particular hurry to leave. "How was school?"

"Fine, Dad," said Harry in a cal voice.

"Just fine, Harry?" asked Norman with a raised eyebrow before he lowered his voice so only Harry could hear. "Surely after the discussion we had yesterday, I would have assumed you would take a more ambitious approach towards your studies."

"Yes, sir," replied Harry in a dull voice as he saw that Peter and Gwen arrived and his father's full attention devoted towards them.

"Your friends, I take it?" asked Norman with calm indifference.

"Yes, sir," said Harry as Gwen and Peter approached closer.

"Well aren't you going to introduce me to them?" asked Norman never breaking from his calm tone of voice. "Or are you ashamed of your old man?"

"Gwen, Peter!" called Harry with forced excitement. "Guys this is my father, Norman Osborn. Dad, these are my two best friends, Peter Parker and Gwen Stacy."

"Pleased to meet you, Mr. Osborn," said Gwen in a polite tone of voice.

"Same here sir," said Peter but Norman's attention turned towards Peter, as he brushed off Gwen with frosty indifference.

"Peter Parker?" asked Norman in surprise and great interest. "Surely not the same Peter Parker who has been regarded to be one of the most gifted Science students to come out of Midtown High since myself."

"Well I don't know about that Mr. Osborn, but I do hold my own," said Peter modestly.

"Don't be so modest Peter, I've heard nothing but the best about you from my acquaintances on the teaching staff," said Norman in a stern voice. "Keep up this quality of work and you'll be heading towards big things. The college of your choice with your intellectual gifts and maybe we'll be working together in a few years. We could use a few gifted minds like yours at Oscorp."

"Thank you, sir," said Peter in surprise, from what he gathered, this was high praise from Norman Osborn and he watched Gwen hovered in the background and Peter frowned.

"So you've been trying to keep my son on the straight and narrow," said Norman as he looked at Harry with disappointment.

"I do what I can," said Peter and Norman responded with a nod and a knowing, if slightly twisted, smile.

"Well that's all we can hope for, but even people as brilliant as us can be frustrated when working with inadequate material," said Norman as he looked at his embarrassed son and then checked the time. "I have to leave, Harry's tutoring session is going to begin in ten minutes. "

Norman gave a chuckle. "They're not the type of people I would want to keep waiting.

"Right, I'm sorry to waste your time, Mr. Osborn," said Peter but Norman waved off his apologies.

"Don't apologize Peter, it's always a pleasure to talk to a bright young man such as yourself," said Norman in a cool voice. "Maybe Harry could learn from your example yet."

"Right, good bye Mr. Osborn, good bye Harry," said Peter brightly but Norman just responded with a brisk nod.

"Bye Harry!" called Gwen with forced brightness.

"Bye, Gwen, Peter," muttered Harry as he sat in the back seat, fearing a lecture about the quality of his friends.

"So, Harry's father," said Peter as he watched the Osborn limo drove into the distance.

"Gives me the creeps," said Gwen as she shivered. "Maybe it was better off for Harry that he's not around all of the time."

"Don't like him much either, but at least Harry's nothing like his dad," said Peter.

"Thankfully," agreed Gwen utterly appalled by a miniature version of Norman Osborn running around. "We better get going."

"I'll walk you home Gwen," said Peter suddenly, unaware of where that quite forward request came from.

"Why, Mr. Parker, people might think there's something going on between us," teased Gwen with a smile.

"I could do worse, Ms. Stacy," retorted Peter but he turned around and confused.

* * *

"Peter has potential, it's something that you are quite frankly lacking, Harry," remarked Norman with a critical look at his son "The girl on the other hand, well I don't know if I approve with your friendship with her. She just appears to be an unneeded distraction at a crucial time in your life."

Harry just sat in the back seat of the limo, stewing. He could not believe his father had torn him down in front of his front of his friends.

"Gwen's not a distraction, in fact we're just friends," said Harry and Norman just turned to his son with a raised eyebrow. "I'd be lying if I didn't find her attractive, but it just wouldn't work out."

"And why wouldn't it work out?" asked Norman, as while he had misgivings about Harry being friends with this Gwen Stacy, he was appalled by his son's attitude. An Osborn never thought of themselves beneath a female.

"Dad, please, it just wouldn't," muttered Harry.

"Tell me why it wouldn't work, son?" asked Norman a bit more forcefully as he stared down his son without blinking.

"She and Peter…well they're not officially….but it's like…neither of them want to make the first move," said Harry in an awkward tone of voice.

"I see," said Norman in a stiff voice. He would never understand teenagers for as long as he lived as the limo came to a stop. "The tutors would be waiting inside Harry. I'll be in meetings all night but I'll see you in the morning. Do work harder than you ever worked before and don't embarrass me."

Harry exited the limo, fists clenched, wishing he could stand up to his father but he could not do it. He walked inside. The young man's feet dragged and he was resigned to his fate that he would not have a moment of free time for the foreseeable future.

* * *

"Bye Gwen, see you tomorrow," called Peter as Gwen walked towards the house.

"Bye Peter, stay safe," replied Gwen as she opened the door, watching Peter walk off before she turned her key into the door and slipped inside, to see her father, George, sitting at the table. "Hi, Dad!"

"Hello, Gwen," said George as he looked tired, at least twice his age. Being the Captain of the New York City police force had taxed him recently, because of how short handed they had been recently.

Two of his best men retired recently and another one had been shot by a gunman who had been working for the mysterious Kingpin. The investigation of the mob boss had hit every wall imaginable and they were back to square one.

Yet he turned to his daughter. "And how was your day?"

"Great, Dad," said Gwen happily. "Yours?'

"More of the same, I don't really want to burden it with you Gwen," said George with a sigh. He admitted that he had thrown himself into his work over the past couple of years, after the death of his wife. "So how are things between you and Peter?"

"Well we're still friends if that's what you mean," said Gwen evasively and George just looked at his daughter.

"He's a good young man, Gwen, which is something that's really rare these days," said George, indeed if it would have been any other boy that Gwen had shown interest in, he would be polishing his gun.

"Yes, Pete's one of a kind," said Gwen shaking her head to clear her thoughts regarding one Peter Parker. He was not without his flaws certainly, but overall he was selfless, willing to stand by his friends, even if he had difficulty standing up for himself.

Cute too in his own way but that was an added benefit on top of his personality more than anything.

* * *

"Hey, Parker, looks like your little blond protector isn't here to save you now, so we can finish what we started earlier!" called Flash Thompson which caused Peter to wince, grabbed by the collar of his shirt, as a few of Flash's friends watched with glee. "Don't know what she sees in a little twerp like you anyway but that doesn't matter."

"You know Flash, I'm a bit tired of you…" stated Peter but Flash shoved Peter down to the ground. Peter winced at the scraped elbow.

"You know Parker, it's like you think you're better than me sometimes," said Flash gruffly, as his friends watched.

Peter tried to scramble to his feet as Flash stood off with Peter but suddenly Flash and his friends stiffened and Peter looked over his shoulder, before he sighed relief.

"Is there a problem here, boys?" asked Ben Parker, as he looked from the boys to his nephew on the floor.

"No of course not, Mr. Parker," said Flash in what he thought was a winning tone of voice. "Me and my good buddy Pete we're just fooling around, man Pete that's a nasty scrape, you better get that looked at. That looks like it sucks."

Ben Parker might not have been smart as his nephew but he was no dummy. He turned to the boys in question. "I think you boys better head on home."

Ben put his hand on his nephew's shoulder and stared down the older boys.

Flash gave him one final smile. Peter winced, knowing the taunting he would have go through tomorrow at school.

Ben looked at his nephew seriously."How long have those boys been giving you trouble, Peter?"

"I could have handled that Uncle Ben," said Peter but Ben just looked at his nephew. "It's nothing, just every day, Flash likes to show off, I'm sure he really means nothing by it."

To his credit, Ben did not pressure the issue. Parkers tended to be stubborn after all.

"Let's get you inside, Peter, your aunt should be finishing dinner," said Ben as he steered Peter inside and sure enough, as they entered the kitchen, May Parker was standing in the kitchen, looking rather worried but her expression brightened when she saw Peter.

"Peter there you are, now where have you been, you know I worry," said May as she fussed over Peter immediately. Peter felt satisfied that his aunt did not really see his elbow right away, she would only worry.

"Sorry about that Aunt May, I was walking Gwen home and I tried to get back as soon as I can, I didn't mean to worry you," said Peter apologetically.

"Oh that's sweet of you dear, I know you didn't mean to worry me, but you how I get," said May, before she turned and walked into the other room, where the television had been left on.

"…embittered former special effects artist Quentin Beck was quoted in saying that most artists today would not know how to utilize special effects dramatically if it bit them in the…" stated a news caster on television before it was silenced.

"Peter, you do know that you can talk to me about anything, right?" asked Ben in a nonchalant manner. For years, Peter told him everything but now much like most teenagers, Peter had been a bit more secretive about his life.

"Of course I do, Uncle Ben, but it's nothing," said Peter stubbornly.

"Just like your father was at that age," muttered Ben to himself, shaking his head. "Just remember Peter, you could be a little more assertive, show those boys that you won't put up with what they're putting you through."

"Gwen told me the same thing," said Peter swiftly.

"Smart girl that one," said Ben with a nod.

His nephew was a good boy, smart as a tack but he tended to lack the assertiveness to stand up to himself.

May re-entered the room, pushed a newspaper to the side, as the Parkers ate dinner.

* * *

"Welcome to Empire State University!" boomed an excited voice as Gwen and Peter made their way through the crowd, where several exhibits were set up but the main attraction was the exhibit of genetically altered insects and arachnids. "Thank you for coming out today, we have a real treat for you, one of the foremost experts in genetics in the field today, Professor Miles Warren."

Polite applause as Warren made his way towards the glass case, looking business like and completely serious, as the vast majority of the crowd gathered around.

"With years of intense study, I have begun to unlock the key of genetically altering insects, " lectured Warren in a dry tone. "They're stronger, more endurable, and could defend against predators, almost with another sense."

The crowd awed and Warren continued. "With extensive tests, a serum has been created and introduced into the insects that genetically alter their DNA to be stronger, faster, much more durable. With more time and more tests, the serum could be further developed to be introduced into more advanced forms of life and it is my theory that in time, it could unlock the secrets to curing many previously incurable diseases in humans and evolve them to their full genetic potential."

"Excuse me Professor Warren," called a man in the middle row. "But aren't you concerned of the ethical implications of tinkering with the DNA of living organisms? Many would call it unnatural."

"Many would call moving pictures watched in a box witchcraft a century ago but television has been introduced into our society and is a prominent part of it, for better or for worse" countered Warren. "Granted there are some risks, there always are risks as any true scientist knows but I feel the long term scope of this project will cause great things."

"Have there been any side effects in the creatures you've introduced the serum into so far?" asked another voice.

"Side effects, yes, the serum was not perfected during the first two rounds of testing but this third batch has withstood the modified serum," said Warren. "I assure you that should the serum ever get the stage where it could be utilized on humans, it will be tested to its fullest extent."

Warren cleared his throat, brushing off several other questions, as he watched the insects move around, with no side effects so far.

The first batch had lived an accelerated life, decomposing almost instantly when the serum had been introduced to them. The second batch had spontaneously combusted but this third batch was strong and enduring. They had been alive for weeks.

Warren pulled out a spray can and sprayed it into the case but the insects appeared none the worse from wear.

"This insect killer has no effect on my insects," said Warren as he sprayed a nearby fly on the wall, showing that the spray was indeed legitimate when the fly landed off the wall.

"Can anything kill them?" asked Gwen, her curiosity piqued.

"Normal means used to kill insects is rendered ineffectual but yes, they can be killed just as any human could be," said Warren with a dry chuckle. "We can't make the invincible, especially if the serum is spread to the offspring, the number of insects multiple an accelerated rate. And then within a few weeks they will…"

Warren was stopped when a man in a suit exited from a door behind him and whispered something into his ear. This caused Warren to be thrown off.

"Feel free to take a look at our specimens and once I return, I'll answer any further questions," said Warren as he turned before briskly walking off, as the group turned around.

"Look at that Gwen," muttered Peter as he watched a spider in one of the case do a series of acrobatic moves to create a web that he was certain was not even possible.

"Oh that's cool, if a bit unnatural," said Gwen as she watched the spider, with a fascinated expression on her face. The other insects were okay, but the serum appeared to enhance the abilities of the spiders beyond everything else. As she watched them, something caught her eye. "That's odd."

"What's odd, Gwen?" asked Peter, turning to her.

"According to the sign, there's sixteen spiders, but I only see fifteen," said Gwen quietly, counting to make sure she had not missed one.

"I'm sure it will turn up," said Peter, but he turned, seeing a furry little black spider crawling up his arm and he muttered, eyes widened when he realized. "The missing spider…"

That was about the only words Peter uttered, before he felt a sharp pain.

The spider had bitten him and it was quite different by any bite he had ever experienced. His arm felt as if it was on fire briefly before his body went numb, as he staggered.

"PETER!" shouted Gwen as the sight had given her heart palpitations.

Peter staggered around the lab, attracting a the attention of more than a few bystanders but he somehow managed to summon the strength to move forward.

Gwen followed behind him and nearly tripped over her feet at her haste to get to him, eyes widened in horror "Peter, please speak to me, oh my God, you really don't look good."

"Don't feel good either," gasped Peter as he felt his entire body size up, he felt the urge to throw up but somehow his body would not allow him to as he staggered and slumped against the wall.

Gwen tried to catch him to break his fall, but she only managed to partially help him to the ground. Her ears perked up as she heard movement on the other side of the door.

"Someone please help, there's been an accident, my friend…he's really sick," said Gwen her lip trembling straining to maintain her composure, it was so hard not to completely freak out

. One minute Peter had been talking to her like normal and they were enjoying their day, the next second Peter was in pain and barely conscious, not to mention the fact he looked dreadfully pale and sweaty.

"Just stay calm, I'll call an ambulance," said the security guard as he turned but Peter gripped Gwen's hand.

"Please don't leave me, Gwen," rasped Peter in a weak voice. "I can't move…it hurts too much…"

"Peter, don't worry, I'm here, someone's getting help, don't worry, everything is going to okay," said Gwen as her voice trembled as she squeezed Peter's hand lightly but she felt his body thrash violently. "Pete…please don't die on me Peter, hang on, I know you're strong enough to fight this…someone's coming, you can't die, not now."

The girl looked forlorn as she wrapped her arms around Peter. Gwen tried to offer him what little comfort she could, despite the fact having little to offer herself. It tore her up inside to see him in this state but Peter's violent shaking ceased slightly.

He was still pale, a hand to his forehead revealed that he was burning up and he was breathing was extremely shallow.

"I'm going to die," whispered Peter. "Before I tell…"

Peter's voice was silenced, as he appeared to be too weak to even say one more word.

"Now you're not going to die Peter," muttered Gwen in an attempt to convince herself as much as Peter. "You're just too stubborn to…besides help is the on way right now, the paramedics are here, you'll get to the hospital, everything will work out just great, this will be just a memory, you're be better, you have to be."

Gwen turned and wiped the tears away from her eyes, but maintaining a strong resolve. She had to be not only for Peter, but for his aunt and uncle when they found out the horrible news about what happened to their nephew.

Paramedics entered the room, serious expression on their face.

"It will be okay Peter," muttered Gwen, reluctantly withdrawing her hand from his, as the paramedics moved in to do their job, before she muttered. "You have to be okay."


	2. Mandatory Origin Story Part Two

**Chapter Two: The Mandatory Origin Story Part II**

Miles Warren was calm but shaken at the same time. "Patient Doctor Essex. With this line of work, a great deal of time and patience is needed. Even with the adequate funding put behind his product."

Essex responded at the end of the line. "I'm well aware of the time and energy. Your carelessness is something I'm concerned about."

There was a pause of silence.

"You were discharged from Oscorp, right before you could tap into their resources," said Essex. "You head to go underground for a while and compromised my work. And your latest little flight of fancy with the insects wastes both time and money..."

"This is merely one step of a lengthy process," explained Warren in a calm tone. "Soon I'll be able to move onto more complex forms of life and then up to humanity. Newly created artificial forms of life, it does intrigue."

"What intrigues you doesn't matter," said Essex in a cold voice. "I want more results. Humanity will be evolved to its fullest. The serum is merely just a baby step in a grander scheme. Your pests have not been alive for that long lately, even your strongest versions.

"Well if you know so much, then why don't you take on the project yourself?" demanded the scientist.

Essex paused. "I know more about genetics than you can dream, Warren. Failures and success, each of them closer to unlock them. My powers and long lifespan should be proof of this. I must know more and your face will attract much less attention."

"We do agree on that point," said Warren as he looked distressed but maintained a calm tone. A knock on the door interrupted him. "Enter."

A young man looked petrified. "Professor Warren, sorry to bother you but...but...a boy was taken to the hospital, there was an accident."

"And this concerns me how?" asked Warren.

"One of the spiders got loose and bit him," stammered the young man and Warren stood up, rigid.

"What was his name?" asked Warren, intrigued. He was fascinated what would happen if a human got bit, but it raised too many questions.

"I don't know, but his girlfriend looked rather upset," managed the young man.

"This does me no good," muttered Warren as he slammed his hands on his desk.

He prepared for the worse. A legal battle at this point would do him no good. If Essex found out, his life would be at peril. He was intrigued as a scientist.

* * *

Gwen sat in the hospital waiting room, hands folded, waiting for Peter's aunt and uncle to arrive.

She looked at her cell phone; she had tried to contact Harry several times to inform him of Peter's accident, but so far no answer. Gwen decided to try him one more time in a couple of minutes before the door burst open and May and Ben Parker walked inside. May looked on the verge of worrying herself to death and while Ben looked worried, he tried to remain rather composed for his wife's sake.

"Oh my…where's Peter?" asked May.

"Mrs. Parker, Peter's been taken in, he's stabilized, I'm sure they're tell you more right away," said Gwen who tried to maintain her own composure, but May walked off to find an explanation to her nephew's condition.

"What on earth happened, Gwen?" asked Ben.

"This is going to sound really stupid, but we were at the exhibit, and Peter he was bitten by a genetically altered spider," said Gwen as flashes from the day had continued to overwhelm her and Ben looked confused.

"He's going to be alright," said Ben in an optimistic voice.

"I hope so, I really do," replied Gwen, who brushed her hair out of her eyes, before she looked forward to see May walk out of the room to give them the news.

"Good news, the doctor said Peter came out of whatever happened to him but he's really weak," said May in a relieved voice. "He said we can visit him in a little bit, only family, sorry dear, but I'm sure you can see him a little later."

"No, that's alright Mrs. Parker, I'm just glad Peter's going to be fine," said Gwen as she breathed a sigh of relief. She had come so close to losing him, too close in fact, as she watched the Parkers leave, followed by a doctor, as she tried to get in touch with Harry once again.

"Norman Osborn, speaking," said the last voice that Gwen wanted to hear.

"Mr. Osborn, its Gwen Stacy, is Harry there?" asked Gwen and there was a pause, where Gwen was almost certain that Norman was contemplating hanging up on her right away.

"Ms. Stacy, Harry is in a tutoring session at the moment and he doesn't need in distractions, whatever trivialities you have, I'm certain you can tell him on Monday," said Norman coldly.

"No, listen, Mr. Osborn, it's an emergency, our friend, Peter Parker, there's been an accident and Peter's is in the emergency room!" shouted Gwen in an extremely frantic tone without taking a breath.

"Peter is in the hospital?" asked Norman but he continued without given her a chance to answer. "What hospital is he in?"

"Manhattan General," responded Gwen in a quick tone.

"I'll be there as soon as I can and I'll be sure to pass along the message to Harry once his tutoring session concludes," said Norman before he hung up the phone.

Gwen leaned back with a sigh and a frustrated expression on her face, before she tapped her foot impatiently.

* * *

"Mr. Parker, Mrs. Parker, a word about your nephew's condition before you see him," said the doctor.

Aunt May looked at the doctor. "You said he was better..."

"Peter is much better, other than being extremely weakened right at the moment but several tests have been run, there is nothing wrong with him," said the doctor. "In fact, once your nephew recovers from this he will be almost normal."

Ben Parker caught those words."What do you mean by almost normal?"

"It's nothing alarming, in fact in the long run it will be completely unnoticeable, he'll just require a bit more nourishment than a normal boy his age and his strength and endurance towards certain diseases will be heightened slightly," explained the doctor. "I assure you that if I had not been sure of this, I would not have said it."

"May we see him?" asked May and the doctor nodded and gave the middle aged woman a smile.

The doctor tepped outside to reveal an opened door .In the room Peter laid in bed and he was sat up. He gave his head a little shake, the events of earlier in the day a bit sketchy, but his mind managed to piece together what happened.

"Hi, Aunt May, Uncle Ben," said Peter in a weakened voice and May moved over, before she hugged her nephew. Ben stood on the other side and clapped him on the shoulder as Peter looked a bit embarrassed. "Really, I'm fine, you don't have to…its okay, I'm sure the doctors told you what happened."

"Oh Peter, how do you get yourself into these messes?" asked May as she shook her head. "You gave us quite the scare, young man. I hope you'd be more careful."

"I agree with your aunt Peter, but all this over a little bug bite," said Ben with a relieved smile.

"Must have been an allergic reaction," said Peter with a shrug and both his aunt and uncle nodded. "I feel okay, really I'm telling the truth this time, a bit hungry, and tired but really, I don't know if I could have gotten through it all without Gwen."

Peter just paused as he watched his uncle look at him with a knowing smile.

"How long have I been here anyway?" asked Peter, abruptly changing the subject.

"Only a few hours, it's almost evening," said a doctor form the other side. "Mr. Parker, I'm sure you've heard the news that you'll be perfectly fine, but I do wish to keep you for a couple more days to see if there are any other potential side effects and maybe run a few more tests but you should be out of here by Tuesday."

"That would be more than fine, doctor, just to make sure Peter is safe," said May and Ben nodded but Peter just shrugged his shoulders. Personally he felt fine but the doctor's word was final and if his aunt and uncle felt he could do with a couple more days in the hospital than it just gave him no recourseto argue whatsoever.

* * *

"Dad mentioned what happened to Peter," said Harry to Gwen on Monday morning just before school. "Some kind of accident or something…"

"At the science exhibition," confirmed Gwen with a nod.

"See Gwen, I told you science could be dangerous," said Harry with an attempt to lighten the mood but Gwen just looked at him with an angry glare. "Right sorry, not funny, I know. "

Harry looked serious right now. "Is Pete going to be alright?"

"He'll be fine," said Gwen, wishing she could confirm that fact for herself. Truthfully, despite waiting for several hours, she had not been able to see Peter, as visiting hours were over by the time he was stabilized and on Sunday, the hospital was closed to visitors. She hoped to swing by after school to see if she could see Peter. "I just hope his aunt and uncle are."

"What do you mean?" asked Harry.

"Don't tell Pete, I told you this, but he doesn't want anyone's sympathy, but they're not that well off, especially since his uncle has been laid off from work," said Gwen. "And the cost of medical bills these days, it can be a problem."

"Parasitic doctors trying to squeeze every cent out of their patients," said Harry with a nod. "Don't sweat it Gwen, I'm sure they'll find some way to manage."

They walked down the hallway and Gwen just nodded. "I hope so Harry, I really do, because you know Peter, he'll beat himself up about this."

* * *

"Fine, Aunt May, I'm fine," said Peter on Wednesday morning, the previous evening he had been let go from the hospital with a clean bill of health. "Trust me if I even feel a little bit sick, then I'll go the nurse's office and call you to pick me up right away."

"That's a good boy Peter, I know the doctor's told us that you were perfectly healthy, but after what happened, I don't want to take any chances," said May as she fussed over Peter.

"Have a good day at school kiddo and try to take it easy, don't need to strain yourself the first day back," said Ben.

"Right, will do Uncle Ben," said Peter in an agreeable tone but as if on cue the door bell rang.

"Who could that be this early in the morning?" wondered May out loud as Peter moved forward, to get the door. As he opened it, his express brightened when he saw who was on the other side.

"Gwen, good morning," said Peter brightly. "What are you doing here this early in the morning?"

"Is it a crime to come by and see my friend after he got let out of the hospital?" asked Gwen with a smile as she looked over Peter. Something about him seemed a bit different, other than the obvious fact he was not wearing his glasses. "I stopped by and tried to visit you but when they finally let me, you were asleep."

Peter looked at her with a raised eyebrow. "Why didn't you wake me up?"I would have enjoyed the company, the hospital can get depressing after a while."

"Oh you looked so peaceful and…I didn't want to wake you up if you weren't feeling well," said Gwen, who mentally had to stop herself from adding the word "cute" to her description of how Peter looked.

"Er, maybe we should get to the school, don't want to be late," said Peter and with that word, the two left the house. They walked in silence for about a minute before Gwen turned to him.

"What happened to your glasses?" asked Gwen curiously.

"Glasses?" inquired Peter, caught off guard.

"Yes, you know, those corrective lenses that help you see better, glasses," said Gwen as she laughed.

"Oh, those, well after the incident this weekend, my eyes seemed to work perfectly without them," said Peter and Gwen just looked at him with a questioning look. "Don't worry about it Gwen. Nothing bad happened when this happened, I just seem to be a bit more hungry than usual and…well I'm not as scrawny and clumsy as I was before the accident."

"I just hope you're right about nothing bad happening," said Gwen as she looked at him. "At least you're fine, but don't ever scare me like that again. I thought you were going to die."

"You weren't the only one, Gwen," said Peter as they turned the corner, only one more block to school and for once, he was making good time, ten minutes until first period was going to start. "It hurt badly and…well don't worry about it now. Like you said, I'm fine. The doctors couldn't find anything wrong."

Gwen just nodded, that was about all she could do.

Perhaps she was being silly, but she was more worried about the long term effects of the spider bite, then what the doctor's could find short term.

Walking towards the school, with a crowd having gathered.

"Maybe we could catch Harry before school," muttered Gwen under her breath but she stopped when she caught sight of Flash Thompson who noticed Peter and walked over with a grin. "Let's get inside now Peter, trust me, don't want any trouble on your first day back."

"No, Gwen, I'm not going to hide from Flash, not today, I'm done putting up with him," said Peter as he stood his ground as Flash walked over.

"Hey Parker, good to see you're feeling better," said Flash with a grin, before he walked forward and grabbed Peter's book bag from off his shoulder. Normally the force would have knocked Peter flat onto his face but he managed to steady himself. "Nice bag Parker..oops clumsy me, guess I don't know my own strength."

Peter looked up with horror as his bag was launched into the air before it landed on a ledge high up.

"Guess, you're going to have to ask someone to get your bag Parker, because you're too puny to reach it," taunted Flash but Peter just clenched his fists together.

"Flash, don't push me today, I'm not in the mood," said Peter which took Flash aback. Since when did Puny Parker grow a spine? Flash stepped forward, where he was nearly in Peter's face.

Then Peter shoved him back and that caught everyone off guard.

"Man, Parker, what's your problem today, someone steal your chemistry set?" demanded Flash as he watched Parker turn around before he looked, everyone was watching. Normally he would have let it go but he had a reputation to keep up. He raised his arm.

Peter turned but suddenly he felt a dull ringing in his head.

Almost by instinct, Peter felt that he had to duck, as if danger was coming and he crouched down, before Flash's fist would have connected with the back of his head. Flash gave a pained grunt, to laughter at the star quarterback of Midtown High punching a wall.

"Ah, son of a…Parker…" grunted Flash, cradling his hand, as he moved inside, with Peter standing there a bit confused at what just happened as he turned to Gwen, who bit her lip and held back laughter.

"About time you stood up to him, I don't think he'll be bugging you that much any more," said Gwen as she watched the crowd file into the school, having lost interest. "Serves him right really…now about your bag, maybe we should get some help to get it before class…"

"I think I can reach it if I jump," interjected Peter as he proceeded to do so.

After two leaps, he reached his hands out but much to his surprise, he was able to stick to the wall. He heard a gasp from below as Gwen watched him with wide eyes as before Peter knew it, he had climbed up to the ledge.

He grabbed to his bag. Then Peter Parker stopped, stared down Gwen. "Did I just…can I just…."

"You did," said Gwen, awestruck and unable to formulate two words but panic set in. Her fears about the long term effects of the bite had returned. Regardless of who they were, normal people did not climb walls. "You better get down, no not that way…climb down…gently…PETER!"

Peter lowered himself down with a great deal of acrobatics and landed right in front of Gwen. Gwen was torn with either kissing him in relief or slapping him for scaring her half to death.

"Ta-da," concluded Peter weak.

"Peter Benjamin Parker do you take pleasure in almost giving me heart failure?" asked Gwen in an irritated voice with her hands on her hips but the warning bell rang. "We better get inside, we'll talk more about this later."

"Right talk," said Peter, who was curious about what else he might be able to do with these mysterious new gifts.

* * *

"Did you really beat up Flash Thompson?" asked Harry without preamble at lunch with a grin on his face, as he sat across from Gwen and Peter.

"Yeah, Harry, I'm fine, thanks for asking," replied Peter but Harry just waved this off, he wanted to get the dirt on what happened.

"So did you, because everyone's saying you did before school," said Harry. "Wish I was around to see that."

"Well technically he didn't beat Flash up, more than he defended himself,' inputted Gwen.

"Long story short, Flash pulled the usual, I pushed him, he tried to punch me but he struck a wall, everyone laughed at him, it was kind of amusing," said Peter who was glad that no one had saw him climbing walls to get his bag off of the ledge. That would have taken some explaining he was not willing to do.

"Well considering you could have got stuffed in your locker and hung up by your underwear from a flagpole, technically you did beat Flash up, he came out worse," said Harry in an encouraging voice. "Next time you make a fool out of him, make sure to invite me."

"I'll keep that in mind Harry," said Peter with a bit of a sigh. "So how have you been?"

"Oh the usual, Dad works me the bone, anything other than perfection will never be suitable for that man," said Harry, as he picked at his food. "He's been asking me questions about you, he's a bit obsessed with finding everything out about you."

"Should I be worried?" asked Peter and Gwen looked apprehensive.

"No, not really, Dad tends to get in these moods where he shows interest in things, but they pass," said Harry. "So, about the accident…you sure you're alright?"

"Fine Harry other than my eyes working better, everything is the same," said Peter.

He was not quite sure why he omitted the fact he was climbing walls to Harry but a gut feeling told him that now was not the time. Gwen looked at him with a questioning look but said nothing.

"Good to hear it, as Dad pointed out, I'd be hopeless without you, either of you in fact," said Harry. "Imagine how many more hours I would have to spend with those tutors."

The three friends shared a laugh at the study habits or lack of study habits rather of Harry, before Peter grew serious. His life was changing but exactly how would be something that he would have to learn about as he went.

* * *

"I had time to think about it and maybe a diluted version of the serum, combined with spider DNA got into your system," said Gwen, as she struggled to come up with a more logical explanation. "Maybe rewriting your DNA slightly into…I don't know, some kind of spider man or something."

"A week ago, I would have said it wouldn't be possible, but I climbed that wall and jumped down without falling on my face, it might be true" said Peter, sitting on a bench across the street from the school, Gwen following suit.

"I just hope enhanced coordination and being able to climb walls is the only thing that could happen," said Gwen as she choose her next words carefully.. "As someone who's interested in science, I'm curious but as a friend, I'm scared to death. Who knows what the long term effects could be?"

"I feel fine Gwen, besides what's the worst that could happen?" asked Peter with a smile in an attempt to lighten the mood. "I mean I could grow four extra limbs or start shooting webbing out of my…"

"Alright, alright, I get it," said Gwen who was slightly grossed out by the mental image that Peter was gave her. "You aren't going to tell anyone else about this are you?"

"Not unless it gives me any problems that I can't handle, Aunt May and Uncle Ben have enough to worry about and Harry…well he might let something slip to his father and Mr. Osborn's taking enough of an unhealthy interest in me as is," said Peter as Gwen nodded in agreement. "Believe me, I doubt it's nothing, a few added abilities, maybe I can have a bit of fun with them, maybe they'll wear off after a while."

"Maybe," admitted Gwen, looking at Peter, lost in thought.

"Thanks for being there for me when it happened, I don't know if I could have got through it without you," said Peter.

"You would have," said Gwen as she leaned forward. "I hope I didn't freak out too badly but if something happened to you, I don't know what I'd do."

"That makes two of us them," said Peter as they edged closer.

She muttered. "Guess you don't really know what you have until you almost lose it."

With those words, their lips met together in a kiss. It took about thirty seconds for them to realize what they were doing and broke apart.

"Sorry," muttered Gwen.

_"You just leaped over the invisible friendship boundary, good going Gwen," she thought._

Peter grabbed her hand. "Don't be...I should have asked you to be my girlfriend..."

Peter stopped and Gwen looked at him, relief on her face.

"You kissed me, I kissed back or maybe it happened the other way, two sets of lips are needed to kiss," said Gwen with a mischievous smile. "And yes, I've been waiting for you to ask for a long time."

"I'm hopeless," said Peter but Gwen just leaned forward and gave him another kiss.

"No more hopeless than I am," said Gwen.

"Guess we better get going," said Peter and Gwen nodded, they would have plenty of time later, as they left hand and hand.

" _Life's going good for you right now Pete, got some kicking new powers, don't know what exactly their limits are or how long they're going to last, Flash went in the other direction when he saw you walking towards him, and you've got a girlfriend, not too shabby," thought Peter. "Still could use a little cash but baby steps, one thing at a time."_

* * *

Peter walked to the school with Gwen. It was a bright, beautiful day, for a number of reasons.

"Morning!" called Harry.

"Wow, Harry you're actually here early today," said Peter.

"Yeah, Dad had to step out of town for a business meeting this morning but he told me that I better find my way here and back so I did," said Harry as he looked at Gwen and Peter. "And on another note, is there something my two best friends would like to tell me?"

Peter and Gwen looked at each other.

"Well we're now dating," said Gwen in a quick voice.

"Since yesterday, we didn't get a chance to tell you but looks like you picked it up right away," said Peter as he looked at Harry, to try and read his expression.

"Took you long enough, really," said Harry with a nod. "I was wondering if it would ever happen, neither of you didn't seem to want to make the first move but now, I guess, congratulations."

"Thanks," said Peter.

"Yeah Harry, thanks," responded Gwen.

"Just wish I could find a girl that liked me and not Norman Osborn's money," said Harry more to himself than to Gwen and Peter. "Guess some people have all the luck."

"Not too lucky given how long it took us to figure it out," said Peter and Harry nodded. Peter shifted his attention towards another pressing matter, as he walked towards his locker but his ears perked up when he heard a group talking.

"Did you hear about the big wrestling match this weekend?" asked one boy.

"Crusher Hogan, the champion's going to be here and he's challenging anyone to fight him, with five thousand dollars on the line for anyone who could last five minutes in the ring with him or beat him," said another boy. "Wouldn't that be cool to win?"

"Not worth the risk man," said the first boy. "Crusher's not one I'd want to mess with. Five thousand dollars won't even cover the medical bills when that guy's done with ya. I mean, that stuff's normally fake, but Crusher's the real deal. He flosses his teeth with barbed wire man, I wouldn't want to get into the ring with him."

"No, but it'd be fun to watch who tries to step up and fight him," said the second boy as they walked off, laughing with Peter having a thoughtful expression on his face. Using his new abilities to last five minutes in the ring, maybe he could solve his money problems. A small voice inside his head tried to warn him how completely stupid this sounded but the thought of five thousand dollars squashed all those worries.

He would have to get more information about this little wrestling match.

* * *

"Well we're here at the library, Peter," said Uncle Ben as he looked at his nephew with a smile.

Peter felt rather guilty for a moment. "Thanks for the ride Uncle Ben, it shouldn't take me any more than a couple of hours to find what I need, research project, I just need to find a couple more things."

"I'll pick you back up sometime after eight, Peter," said Uncle Ben as Peter moved towards the card door, ready to open it but he paused. Ben noticed his indecision. "Something troubling you, kiddo?"

"Just wondering something," said Peter slowly. "If I could…you know do something and do it well, would it be wrong to try and cash in on it?"

Ben looked thoughtful. "Well that depends on what it is Peter, but I do know this, you're reaching an important stage in your life, your decisions will shape you into the man you're become, and if you do have a gift, you should think about how well it can serve you in helping others."

He paused to let it sink in. "And remember, just because you can use a gift a certain way, doesn't mean you should. If there's one thing I know, that with great power there must also come great responsibility."

Peter turned, his mind conflicted but nevertheless he exited the car.

"See you later Uncle Ben," said Peter as he walked from the car and lightly closed the door before he heard his uncle's response. He moved slowly towards the library, many thoughts running through his head.

He could use his powers for good but exactly how could he? Becoming a super hero of some kind seemed to be the most obvious answer to this question, but Peter scoffed at the idea. He was not what one would see when they thought super hero. Super heroes were larger than life, something that people aspired to be.

Legends like Captain America was the most obvious definition of a hero, but even heroes such as the Fantastic Four had reached a level that Peter had never thought he could measure up to.

Folks like this fought the worst evil one could imagine day after today. They were beyond compare. One thing heroes weren't, was fifteen year old science geeks who got a few added abilities through a random accident.

Still, Uncle Ben's words weighed heavily on him but Peter shook his head as his uncle's car had drove out of sight. He turned, bag slung over his shoulder contained his hastily made costume.

Peter Parker walked across the street to the venue, the potential of being five thousand dollars temporarily blocking everything out of his mind.

* * *

Peter felt a bit silly now that he thought of it. Dressed in a red mask, with a sweatshirt with a crudely drawn cartoonish spider and baggy blue pants, he walked backstage, where a security guard accosted him.

"What's your business back here?" demanded the security guard gruffly.

"I'm here to accept the challenge, for the five thousand dollars against Crusher Hogan," said Peter.

"No kidding!" bellowed a voice and Peter looked up, to see a sleazy looking man with greasy black hair and a goatee, wearing a nice custom made suit. "I'm afraid we were going to send one of the boys out there as a ringer, no one seems to want to go in there with the champion."

"The boys?" asked Peter who could not help but notice that this man talked in the most stereotypical Brooklyn accent imaginable.

"Wrestlers, don't you spend all your time on the Internet, I thought all wrestling fans did that," said the sleazy looking man, as he held his hand out. "Vinnie Victor, I'm the promoter and owner of this company. So you want to go into the ring with Crusher Hogan and try your luck against the undefeated champion?"

"That's right," said Peter.

"What's your name?" asked Vinnie Victor.

"Er, Spider-Man," responded Peter and Vinnie looked at him.

"Right, Spider-Man, as if I couldn't guess with that er costume," said Vinnie Victor with a large, obviously fake laugh. "Okay here's the deal, kid, you're up next. Get in there and give the champion a fight, put on a real show out there. Crusher's been chomping at the bit for competition and I'm going to give it to him."

Peter nodded, truthfully he didn't know much about this Crusher Hogan, people said he was tough. With his new abilities, he might be able to outlast him for the five minutes and get the five thousand dollars.

As he walked down to the ring, he watched as the crowd booed as he walked down to the ring. Climbing into the ring, he looked around.

" _People are expecting me to be massacred, but I'll give them something they'll never forget," thought Peter._

"Ladies and Gentlemen, this bout, is your main event, a special non-title challenge match, if the challenger defeats the champion or lasts five minutes, he'll receive five thousand dollars cash!" bellowed the ring announcer. "This battle will be contested inside the confines of a steel cage."

"Wait a minute, that wasn't part of a deal!" yelled Peter in surprise but the crowd cheered at the potential brutality.

"First the challenger, height unknown, weight unknown, from parts unknown, he is the spectacular, the amazing, the sensational, Spider-Man!" bellowed the announcer, "And his opponent…the champion, he is seven feet tall, weighing in at over three hundred pounds, from Minneapolis, Minnesota, he is the undisputed, undefeated, and undoubted champion of the world. He's ripped, chiseled, jacked, and juiced for any completion, he's Crusher Hogan!"

Peter stood, eyes widened as Crusher made his way to the ring. He was huge and mean, looking ready for a fight. He stepped into the ring, as the cage lowered from the ceiling, enclosing both competitors in the ring, as Crusher stepped forward.

"Fresh meat," grunted Crusher, playing to the crowd, before he bent down and came face to face with his much smaller opponent. "Look kid, I'm in a good mood, so I'll just lightly knock you around for a couple of minutes and you take a dive. Okay, brother?"

The bell rung and a ringing sensation echoed through Peter's head as he dodged an attack. Another attack by the Crusher was narrowly dodged but he spun around and Crusher extended on arm, before he threw his weight at Peter, knocking him right on his back.

Peter winced as he hit but it did not hurt as much as he thought it would, as Crusher pulled him up, before hoisting him up.

"Crushing atomic drop!" bellowed the announcer. "Spider-Man bounces up and down and Crusher now is toying with his opponent, lifting him up, this is not going to be good."

" _No kidding," muttered Peter, as he was high above the Crusher's head._

"He's over ten feet in the air, is Crusher Hogan going to throw Spider-Man over the cage and cause him to land on the arena floor?" asked the announcer as the crowd cheered as Crusher flung his opponent but he bounced off the cage and dove right into Crusher Hogan. The champion was knocked off guard, as Spider-Man landed on his feet, completely unarmed.

"C'mon champ, is that all you got?" asked Spider-Man as he dodged a punch. "I've known old ladies who hit better than you."

"Just stay down after the next one kid," grunted Crusher as he swung a punch that was dodged. The big man turned around, as Spider scaled the cage, before he propelled himself over a charging Crusher Hogan.

The big champion put the breaks on, before Spider-Man jumped but landed into his arms. "Okay kid, you asked for it, I'm going to slam you through the mat now, you could have had an easy fight, but you just had to make a name for yourself."

Crusher held Spider-Man up high in the air above his head, as the crowd was on their feet, but the smaller opponent shifted his weight, before he kicked off the cage.

It seemed like the champion was not as coordinated as he thought and he lost his balance, his legs collapsing out from underneath him, with Spider-Man landing on top in the pinfall. The referee looked confused before he slapped the mat three times. The pin was signaled. Spider-Man rolled off his opponent, as the crowd was in numb shock.

"I won?" muttered Spider-Man as Crusher looked dazed but otherwise okay as the referee bent down to raise the hand of the unlikely victor.

"Your winner, Spider-Man," announced the referee.

"What the hell was that, the little guy won…I mean what a performance by Spider-Man, using his smarts to counteract the brute force of the now defeated champion Crusher Hogan," said the announcer. "Your winner, Spider-Man!"

The crowd reaction was mixed, some cheered the underdog win, some booed, while others were completely shocked what happened. Peter turned and saw the promoter, Vinnie Victor, sitting, head in his hand, muttering to himself before he walked off. Spider-man turned as Crusher got up, shrugging, before he turned to the crowd.

"I'm still the champion!" bellowed Crusher Hogan, in an attempt to save face. "That little punk won nothing, Jack. He didn't beat me, he can't even beat himself at night!"

Crusher turned to Spider-Man who flinched.

"Good match, brother, caught me off guard, if only you were a bit bigger, you would have a future in this business," said Crusher Hogan as he walked off. The Crusher yelled at them and a few fans heckled him.

"Strange man," muttered Spider-Man to himself but he had more pressing matters at hand, like collecting his winnings.

* * *

"TWO HUNDRED DOLLARS!" screamed Peter incredulously. "I thought if I lasted five minutes or beat the champion, I'd get five thousand."

"Well to be honest, I never expected you to win, no one did, but I'm giving you this out of the kindness of my heart," said Vinnie Victor. "Maybe you can buy a better costume than that one, what did you fish that one out of a Salvation Army bin?"

Peter clenched his fist, but shook his head, this slime ball was not worth his time. He still could not believe that a wrestling promoter had so blatantly lied to him but he turned to get changed and get far away from this place as possible. Peter stewed in anger but he heard several loud voices from behind him, and man dressed in a leather jacket, dirty white t-shirt and jeans, with filthy black hair rush by.

"Stop him, he just stole tonight's gate receipts!" cried Vinnie Victor in terror. "Spider-Man, don't just stand there, stop him."

"Maybe if you used that money you swindled me out of to get a better security staff, you wouldn't have this problem," replied Peter callously. "What did they graduate from anyway, clown college?"

"Come on Spider-Man, he's getting away!" begged Vinnie Victor.

"Not my problem and it looks like he got away, better call the police," said Peter with a shrug. "Besides, it's not like I'm getting paid well enough for it anyway."

"You ruined me Spider-Man, its your fault he got away!" yelled Vinnie Victor but Peter was already out the door, pulling his mask off as he walked back to the library, checking his watch. He was about fifteen minutes late. Wincing, he wondered how he was going to have to explain this to Uncle Ben.

* * *

"I can't believe this, I had to walk home from the arena, I mean it's not like Uncle Ben would forget," said Peter in an agitated voice as he stomped home, but there was the sound of sirens nearby. This caused Peter to be overcome by a feeling of incredible dread, as he walked forward, where a very familiar face turned and spotted Peter. "Captain Stacy, what are you doing here, what is it?"

"Peter, there is no delicate way to say this, but your uncle was shot," said George in a somber tone and tried keep his voice professional and Peter stepped back, in horror. "The bullet pierced his heart, the paramedics tried everything they could but…they couldn't…I'm sorry, he's dead."

"NO!" shouted Peter backing off in horror and grew rigid.

He refused to believe it "Uncle Ben can't be dead, he just can't, this can't be happening it's…where's Aunt May? Is she okay?"

"Physically yes, but emotionally is another matter, she's in shock, she's staying at a neighbor's house," said George as he looked at Peter, before he added, putting a hand on his shoulder in a comforting manner. "We'll do everything we can to bring the culprit to justice."

"Thank you, sir" said Peter in a hoarse voice, as the horror set in. At first he thought he had a bad nightmare.

In fact Uncle Ben was dead and he turned, not wanting anything to see the tears forming in his eyes.

"Captain Stacy, the burglar's been found, three twenty, west avenue, he ran into an abandoned warehouse," said a voice. "He's sealed himself inside."

"Send for back up, we'll get there as quickly as we can!" ordered George, as he turned his attention to bringing the culprit to justice. It was always hard to not make things personal when the victim was someone that was a good man.

" _They're never reach him in time and he's got to pay for what he did, but perhaps what the police can't do, Spider-Man can," said Peter as he removed his mask from his bag, before rushing up into his room to make a quick change of clothes._

* * *

The burglar shuddered in horror as he heard the sirens outside.

He did not want to shot the old man. He only meant to steal his car to be able to ditch the city with the gates from the wrestling match tonight. Now he was wanted for murder.

His hand shook as he clutched the gun in his hand.

"You thought you could get away with this," said an intense voice, which made the burglar jump to his feet.

The Bugular turned around before before he saw a figure move towards him with impressive reflexes. "With murder, you took a good man's life, for what?"

"Get away from me!" shouted the burglar as he sent three shots but all missed. In desperately, he threw the empty gun at his enemy, but much to the horror of the burglar, he dodged it and he decided to run away, but he was grabbed away from him. "Alright, I'll surrender, I'll turn myself in."

"It isn't going to be that easy," said Spider-Man as he spun the burglar around before he went face to face with him, before he recoiled slightly when he recognized the face. "You, no it can't be you, it just can't be…"

"Get away from me, you're crazy, you're a lunatic, you're…" started the burglar but he never finished as he found himself flung right to the ground.

"If I had stopped you, none of this would have happened," muttered Spider-Man but he jumped in front of the burglar. "Not going to get away that easily, I'll make you pay, you'll see, what you did to Ben Parker, it's time you learned your lesson."

"The old man, please have mercy, it was an accident!" shouted the burglar but Spider-Man grabbed him, before he slammed him roughly into the wall, before walking over towards an open window.

"But this won't be, you murdering coward," hissed Spider-Man as he dangled the man towards an open window.

Spider-Man prepared to drop him, it would be so easy. The man whimpered in fear before he went limp and fainted, but suddenly, Spider-Man pulled him back into the warehouse and dropped him on the ground. "But he wouldn't want me to kill you, not on his account and you wouldn't learn from your mistake and I wouldn't learn from mine."

The door creaked open and Spider-Man quickly launched himself out the window, to another roof top, before he made his way home, several thoughts moving through his head.

Uncle Ben was right; he should use his talents for good. He had used them to bring his uncle's murderer to justice today after all.

* * *

"Aunt May," said Peter tentative voice.

He wondered if his aunt had returned home. He had felt bad instantly the moment he went off to play vengeful hero and not actually going to look after his aunt, to see if she was okay. She had to be close by when it happened. "Are you here?"

"Peter," whispered May as she wiped tears from her eyes, unable to formulate more than that. Peter slowly walked forward and embraced his aunt.

"I'm sorry, he died, you don't know how sorry I am," said Peter as May nodded. "He's gone, really gone."

"The person who did this was brought to justice Peter," managed May in a shaky voice.

"Good thing for that," said Peter before he looked at his aunt. "I'm sorry that I didn't see you sooner after…"

"No Peter, I understand, you needed some time, it was a shock to both of us, but you're here now and that's all that really matters," said May before there was a moment of awkward silence, the grief heavy in the air.

It was hard to believe that this time yesterday they were together as a family and now they had been torn apart by a random act of chance. The fact that most of all that ate Peter up inside was that if he had just not acted so selfish and done something to stop the burglar at the arena, this would not have happened. Now his uncle paid the ultimate price with his life. He watched as even though his grief, his aunt picked up on his discomfort. "Peter, what is it?"

"Just thinking about what happened, I might need a moment, if you're going to be okay," said Peter as he looked at Aunt May, who responded with a nod.

"Take as long as you want Peter, I'll be fine, you're going to need to grieve as much as I do," said May in a shaky but still somehow firm voice as Peter turned, looking out the window in an absent minded voice. It was still very early in the morning; the son had not rose up yet.

He had made a decision at that moment, the last piece of advice his uncle gave him echoing through his mind. From this day forward, Peter Parker vowed to live up to that advice, as Spider-Man. With a better costume and a few other additions, he would use his abilities to help others, regardless of how hopeless the fight would be.

He vowed that Spider-Man would always be there from this day forward to protect the innocent, no matter how hopeless the battle seemed.


	3. Menace of Doctor Octopus Part One

**Chapter Three: The Menace of Doctor Octopus Part One.**

"Man, we scored big time!" cheered a thug, as he ran with his partner in crime from a store. The criminals pillaged a store of all the cash from the register, and were about to make a completely clean getaway.

"Yeah but let's get back to the hideout, so we can split the take," said the second thug, but a figure dropped down from right in front of them. The criminals stiffened, at the noise.

"Or you can just split to jail," said Spider-Man. He swung down in front of them, causing the thugs to look scared.

"Spider-Man?" gasped one of the thugs, finally finding his voice.

"I thought he was a myth," responded the second thug.

"Oh, I'm real, very real," said Spider-Man. "And you, my thieving friends, are in real trouble."

"And you, Spider-Man are real dead," said one of the thugs, as he moved forward, pulling out a switch blade but Spider-Man dodged the attack.

"Really now, didn't your mother tell you not to play with knives?" asked Spider-Man as ripped the knife from the thief's hand with a strand of webbing from his web shooters. The thief went for Spider-Man with his bare hands but he slid underneath the attack, before a kick to the back, knocked him off guard. The thief was spun around and wrapped against a light post with webbing.

"Man, I'm out of here!" shouted the second thief running, dropping his money in the panic. He turned around, scrambling to pick up his money but Spider-Man was on the job. The thief found his hands stuck to the ground with the webbing. He tried to move but his hands were completely stuck to the ground.

' _The police can take it from here,'_ thought Spider-Man as he heard the sirens. The two thieves were webbed up and they found movement to be nearly difficult.

Swinging away to an alley way to change, Peter thought about the last couple of weeks, his life had been like a roller coaster. On the bright side, he really enjoyed being Spider-Man. It had given him a thrill like he had not experienced before. Sure, so far he had to face nothing, but a bunch of petty thieves and thugs looking to make a quick buck. At least he was taking them off the street one at a time.

His newly created mechanical web shooters had made the process eiasier, shooting webbing stored in cartridge that could easily immobilize criminals, holding them for up to an hour before the webbing dissolved. Also, his relationship with Gwen was going great. She was a comfort to him in this dark time, having lost her mother a few years ago, she understood what he was going through.

On the other end, Peter felt guilt over what happened to his uncle and every day, he wondered if he would wake up, for this being one horrific nightmare but it was all too real. Then there were the financial problems that the Parker family was going through. Aunt May let it slip to him that they were going through some tough times, but she also told Peter that he should not really worry himself.

The major was that Peter did worry and wondered what he could do for money. With Uncle Ben gone, he felt a responsibility to help out. The problem was jobs were not too forthcoming for fifteen year old high school students with no previous work experience these days.

He made his way to school at a sprint, not wanting to be late again. His Spider-Man related activities had made him cut it way too close too many times and had made him late a couple of times.

"Wow, Peter you actually made it today on time," said Gwen with a smile, as she watched her boyfriend rush down the hallway. He barely avoided knocking some unsuspecting students into the locker room. She nudged him in a teasing manner. "Sure with ninety seconds to spare, but on time's on time."

"Sorry, Gwen, I'm running late," said Peter in an apologetic voice. "Everything's thrown off balance, after what happened."

"Peter, it's okay, you lost your uncle, that type of thing's not easy to get over, it's a void in your life," said Gwen, as she grabbed Peter's hand in an comforting manner, before she steered him into the classroom. With another motion, she gave him a light kiss on the cheek. "I'm here for you if you need me, just like you were for me when Mom died. Besides I'm your girlfriend now, your problems are my problems, now more than ever. We can get through this together."

"Thanks Gwen, I appreciate that," said Peter as the two teenagers walked into the classroom, with a bit of time to spare before they were counted tardy.

* * *

"Hello Miles," said Norman lightly which caused Miles Warren to look up from his calculations at his desk, quickly shoving them out of sight, before he turned to face Norman.

"Mr. Osborn, this is a surprise, I didn't expect you to stop by," said Warren, a false cheerful tone present in his voice.

"That much is obvious," replied Norman. "I can assure you I didn't pay you a visit to offer your old job back, but there was an accident that came to my attention a couple weeks ago that requires me to make this little visit."

"Accident, what do you mean?" asked Warren, the people at ESU had pulled a lot of strings to keep news of the accident out of the press. Furthermore, he breathed a sigh of relief when he saw that there was going to be no charges pressed against him.

"Please, Miles, don't play dumb with me, I know you're brilliant, even with your unique quirks," said Norman coolly. "The young man who involved in the accident was a friend of my son's and has quite the gifted mind. I don't know all the particulars of this accident and quite frankly, there not my concern. That being said, thanks to your negligence the world nearly lost a bright young mind, one that I have plans for. And I could bring you down, Warren, making sure you never touch so much as another beaker again."

"What do you want, Osborn?" asked Warren sitting rigid.

"I may call upon you for a favor at any time, in exchange for my silence and you will comply at that time," said Norman. "Any favor I see fit, no matter how much it conflicts with your other work."

"If you wish, Mr. Osborn," said Warren slowly as he reached inside his desk drawer, before he slowly began to pull out a gun, but Norman caught onto to this immediately.

"I wouldn't. If I'm found dead, I've made arrangements where news of your misdeeds would get plastered in every major paper in New York," said Norman and Warren quickly shoved the gun back into his desk drawer, before he shut it. "Good man."

Without another word, Norman excused himself, just as quickly as he invited himself in.

* * *

Gwen waited, biting her lip in frustration, as she sat on a bench at the ice cream shop across from the school. Peter said he would meet her in an hour after school. She knew he would never intentionally be late. While she waited, Gwen watched with two little kids play in a sand box, a boy and a girl, without a care in the world.

An alarm next door jerked Gwen out of her thoughts and suddenly, she looked around, from side to side, as she watched a trio of masked thugs rush out the door. Two of them carried a rather heavy looking piece of equipment. The third lead the way, holding what appeared to be an explosive device of some sort in his hand. Out of morbid curiosity, Gwen got to her feet, to take a closer look. A pair of security guards chased after them, yelling frantically.

"Move it you mooks, the big boss wants this component back right now," ordered the thug who was carrying the explosive device.

"Easy for you to say, this thing ways a ton," grunted one of the thugs. "And those guards are going to catch up with us before they reach us."

"Luckily, I came prepared," responded the leader of the group, as he set the explosive device, before he recklessly threw it over his shoulder. The explosive landed right on top of a ledge above where the two children were playing. Gwen watched in horror, as the explosive detonated. The little girl managed to get out of the way but the boy stood, paralyzed, as the ledge threatened to crumble out from underneath him, promptly Gwen to do something that in hindsight seemed to be incredibly reckless.

She rushed forward and pulled the boy just out of the way but she had her own problem, as the debris prepared to crush her. Time stood still, as Gwen felt her entire life flash before her.

Suddenly, she felt someone scoop her up just at the very last second and her savior swung through the air, with her underneath his arm. She looked at her savior, her eyes widening when she saw who it was.

"Spider-Man," managed Gwen in half awe, half surprised.

"That's my name, don't wear it out," said Spider-Man as he swung upwards, before he placed Gwen safely on a building. "Stay right there, I'll be back in a couple minutes, you'll be safe up here, trust me."

"I do," responded Gwen softly as she watched, something quickly clicking her head. When she heard rumors of the mysterious spider themed hero, she had her suspicions, but seeing him in action had her convinced.

" _Man, Gwen, you do have guts, girl,"_ thought Spider-Man to himself. _"Still, glad I got there on time, I don't know if I could have taken it if I lost you so close after losing Uncle Ben but no time to worry about what might have been now, got to get these thugs before they make a clean getaway."_

With that Spider-Man leapt on top of the component that the thugs had stolen. The weight of a hundred and thirty pound super hero proved to be too much for them, and they collapsed underneath the weight.

"Willie, help us," grumbled one of the criminals.

"Forget it, you two are on your own now," said the thug, Willie, as he panicked, as the two thugs were quickly webbed up and the component retrieved. The two security guards joined them immediately, shocked, but pleasantly surprised.

"I believe this is yours," said Spider-Man to the guards, who nodded and muttered their thanks. The web slinger looked down the street, the third thug had made a clean get away. "Right, no need to thank me, all in a day's work for your friendly neighborhood Spider-Man!"

Spider-Man swung up to where Gwen was. She sat waiting for him. The blonde looked bit shaken up from her ordeal, but otherwise calm and collected.

"Are you okay?" asked Spider-Man in a gentle voice.

"Fine," replied Gwen. She fixed her gaze on the web slinger. "How about you?"

"Can't complain, although I wish that other thief wouldn't have gotten away," said Spider-Man.

"Sorry," replied Gwen in a sheepish tone of voice.

"No, not your fault, making sure the civilians are safe is priority number one," answered Spider-Man, and there was a second's pause before Gwen broke the silence.

"So Spider-Man," remarked Gwen in a calm voice, a small smile appearing on her face. That was before she stepped over, so only the two of them could only hear the conversation. "Nice costume by the way. I guess that sewing elective I talked you into taking last year did pay off after all, right Peter?"

"Yeah, I guess so even if Flash and his friends gave me…ah hell Gwen," responded Spider-Man as Gwen started to laugh when she saw that Peter realized that she knew about his secret. "How did you…I mean…I was careful…"

"Peter, really now, I was with you when you got bitten by the spider and when you started exhibiting those death defying acrobatics," responded Gwen with a smile. "Besides, don't you think I wouldn't know my own boyfriend? You're not mad are you?"

"No, actually I'm relieved," said Peter with a sigh. "At least now I won't have to make lame excuses whenever I have to leave to be Spider-Man."

"Yes, thankfully for you, because you're a bad liar," responded Gwen as both laughed at this.

"So you're okay with this, right?" asked Peter.

"I'd be a liar if I said I didn't have my concerns," said Gwen delicately. "But I trust your judgment Peter, you have your reasons for what you're doing."

"Yes, I do," responded Peter darkly but Gwen just stopped, as if sensing what he was going to say. Her gaze became stern, and focused on Peter.

"And please, for God's sake, don't pull that, because I'm a super hero, it's too dangerous to be together, crap," said Gwen with narrowed eyes. "Just because I know you're Spider-Man, it doesn't change anything."

"I could put you in danger," said Peter slowly.

"My father's job could put me in danger as well," countered Gwen. "Every day, there could be some lunatic out there who could use me to get to him."

"Well, I find it hard to argue with that," said Peter with a shrug, but he looked downtrodden. "The problem is there's the money situation…"

"I know, Peter, you'll figure out something," whispered Gwen before she thought of something and Peter looked over. He saw a copy of the Daily Bugle that had blown on the roof. On the front it had a brief article, detailing Spider-Man. He did not really read it, but he noticed the lack of pictures and a thought popped into his head.

"I might have already had," said Peter before he went right into Spider-Man mode. "I better swing you back down."

Gwen nodded, before she wrapped her arms around, Peter. She smiled, as the two swung down.

"I'm kind of jealous," muttered Gwen as Spider-Man gave her a skeptical look as they swung around. "I mean you do this all of the time and it's kind of fun."

"Yeah it can be," agreed Spider-Man as they dropped down to the ground, Gwen landing on her feet firmly. "I'll take one more swing around the city to see if I can catch up with that escaped thug."

"Right, stay safe," whispered Gwen as she watched Spider-Man swing off.

' _Always do, Gwen,' thought_ Spider-Man seriously. _'Besides, nothing too dangerous has ever happened to me as Spider-Man. Just a bunch of thugs and punks, I've never really had to deal with a really big time criminal yet.'_

* * *

"So let me understand this, you lost the final and most vital component for my plan because Spider-Man interfered," said a cold, unforgiving voice.

"It wasn't my fault, boss," responded Willie the thug in an apologetic voice. He stiffened, and his mouth began dry at this moment. Somehow he retained the courage to press on. "We would have gotten away with it had it not been for that interfering insect."

"First of all, spiders are not insects, they are classified as arachnids, you Kindergarten drop out," said the figure in a disparaging tone. "Second of all, I don't tolerate excuses, no matter what. I expect my employees to not be defeated by some miscreant playing dress up."

"But, boss what's so special about this machine you're creating?" asked one of the other henchmen.

"It is a seismic wave disrupter," responded the figure but he paused. "In your common, uneducated vernacular, it's a machine that can create earthquakes, but now the most vital component has gone missing. I require ample capital if I should attempt to dethrone the Kingpin of Crime, and take my rightful place as ruler of the New York criminal underworld. Without the Seismic Wave Disrupter, my plans cannot move into this next phase. Now, security will be tight and I shall have to personally secure the component."

"What about Spider-Man, boss?" asked one of the henchmen.

"Much like any other pest, should he get in my way, he will be squashed under my foot," responded the figure, before a spiked tentacle rose up towards Willie. "And an example as to what happens to those who fail me."

With a swift motion, the tentacle shot out, the spiked end catching Willie the thug right in the chest. He screamed in pain before blood began to spurt everywhere as he began to fade, dying a moment later.

"Ms. Trainer?" asked the figure.

"Yes, Dr. Octavius?" asked Carolyn Trainer, his assistant and most prized pupil. She turned to her teacher, and awaited his order.

"Please get a mop and clean up this awful mess," said the figure, before he stepped out of the shadows, so all could see him. He was a stocky brown haired man dressed in a yellow track suit, a grey trench coat, and wearing glasses. The most peculiar thing was he had a harness, with four tentacles, two on either side, that were razor sharp and also served the dual purpose of being able to manipulate objects from a distance. "My colleagues may have laughed at and spurned Otto Octavius, calling his experiments lunacy but now all will learn to tremble before the might of Dr. Octopus!"

* * *

" _Okay Pete, here goes nothing,"_ thought Peter to himself. _"I'm sure if you can explain that you can get photos of Spider-Man, this J. Jonah Jameson will hear you out. I mean, he's the publisher of the biggest newspaper in the city, he's got to be a reasonable man."_

With a deep breath, he walked towards the front entrance of the Daily Bugle building. Without preamable, he pushed the door open, before he walked inside, into the lobby. It was a chaotic scene, loud and boisterous, with people running around in a hurried, absent minded manner. It was exactly how Peter imagined the headquarters for a newspaper would look like.

"Excuse me, may I help you?" asked a young girl behind a desk. She looked a few years older than Peter, maybe twenty at the very most. The name plate on her desk indicated that her name was Betty Brant.

"Yeah, I was wondering if I could have a few minutes to speak with your boss, Mr. Jameson," said Peter as Betty looked at him with a skeptical expression. "I think I might be able to get him pictures of Spider-Man in action."

Betty's eyes widened in surprise, her boss would definitely be interested in this, if it was a legitimate offer.

"Just one moment," said Betty as she reached over, pressing a button to activate an intercom. "Mr. Jameson, there's someone here who has an offer you might find interesting."

"This better be good, Miss Brant," said a gruff voice from the other end of the intercom and Peter looked towards an office door, where a middle aged man dressed in a suit, with a mustache that would make Hitler envious walked out to face him. "Well?"

"Hello, Mr. Jameson, I'm Peter Parker, I'm a photographer," said Peter which was only a slight extortion of the truth. He did dabble in photography as part of the journalism club during his freshman year. "I think, I can get you photos of Spider-Man."

Jameson just looked at him, before he burst out into a round of laughter, which left Peter confused.

"Get me photos of Spider-Man, as if, some of the best photographers in the city haven't gotten one picture of that wall crawling nuisance, so why am I supposed to think that some no nothing kid can catch that vigilante in action?" bellowed Jameson. "Some punk kid isn't going to get photos of Spider-Man, the only person who's going to do that is going to be a professional. In fact…BROCK!"

"Yes, JJ," said a young blonde haired man in his mid-twenties named Eddie Brock. He was one of the top photographers in the Bugle.

"You're main assignment is Spider-Man," responded Jameson. "You're to get photos of him; I don't care how long it takes. You're going to eat, drink, and breathe Spider-Man until you get me results. Scour the deepest, darkest, most filthy parts of this city, there's where that menace will be."

"Wait a minute, menace, I thought Spider-Man was a hero," said Peter. He tried not to let his response seem too angry or personal towards Jameson's response.

"Shows how much you know, a hero is someone like my son, the astronaut, Colonel John Jameson!" bellowed Jameson, his boisterous response taking Peter aback. "Spider-Man is worse than a vigilante. He's a vigilante who wears a mask. If he was a hero, he'd take off that mask and put on a police uniform. Until then, he's as bad as those criminals he allegedly brings to justice."

Jameson looked red in the face, before he turned to Brock.

"Brock, what are you waiting for, an engraved invitation!" boomed Jameson. "Spider-Man's out there right now and you're standing here like a slack jawed yokel. Get going, now and bring me photos."

"Yes, JJ, of course," responded Eddie as he moved out, with a gleeful smile, realizing that he could make a fortune if he snapped the first photos of Spider-Man. Providing he could get Jameson to unclench his fist.

"And you, stop cluttering up my office, Parker, unless you actually have photos of Spider-Man," said Jameson.

"No sir," said Peter in a forced calm voice.

"Then scat kid, why are you still here?" demanded Jameson as Peter turned and walked off.

" _What a charming individual with a wonderful personality,"_ thought Peter sarcastically. _"Maybe I should have actually gotten a photo but given that guy, I doubt he'd be satisfied with Spidey taking down thieves and hoodlums. What I need is a real battle and pictures of it."_

Peter prepared to walk home but a loud alarm had put a stop to his plans. He looked, walking down the street, walking around the corner, before he spotted the source of the alarm.

" _That's the company those hoods tried to steal that scientific component from earlier,"_ thought Peter. _"And it looks like I have to stop them."_

Peter Parker ducked into an alley and a moment later, Spider-Man swung out. The web head swung from building to building, before he cautiously entered his destination.

"Hello, anyone home?" asked Spider-Man tentatively. Everything became quiet. Suddenly, his spider sense, as he had come to call it, went crazy. He instinctively dodged, as a large tentacle like robotic arm just barely missed taking his head completely off. Instead, it smashed right across a wooden box, shattering it into toothpicks. Another attack was narrowly dodged, as Spider-Man climbed up the wall, to face his attacker, before he leapt as quickly as he could at his opponent, but he was knocked right out the air by the tentacle smashing into him. He dropped with a thud.

"So you're the infamous Spider-Man," said Doctor Octopus with disdain as he moved forward, before he raised one of his robotic arms. The spiked part of the tentacle rammed down but Spider-Man dodged the attack, barely avoiding getting impaled. Another attack was narrowly avoided as Octopus looked at his wall crawling opponent with a bored expression. "I find myself quite underwhelmed."

Dr. Octopus swung forward, but his opponent dodged the attack, before Spider-Man jumped at his opponent again but a swipe of the good doctor's tentacle knocked Spider-Man right on his face.

"Alright, let's try that again, shall me," muttered Spider-Man, as he felt his face. It was quite lucky he was not even cut. "Just who are you anyway?"

"You may call me Doctor Octopus!" cried the criminal in as Spider-Man somersaulted and spun out of the way, avoiding nearly impalement on the metal tentacles of the doctor. "Know the name well arachnid, for it will be the name of executor!"

"Really now, Dr. Octopus, you have four extra arms and you still can't get one shot in on me," said Spider-Man, before he blasted webbing, tying two of the tentacles together. Before he could wrap up the other two, one rose, its end spinning into a buzz saw like motion, cutting through Spider-Man's webbing like a hot knife through butter. Dr. Octopus blasted all four robotic arms forward, latching onto Spider-Man's arms and legs.

"Now to rip you to shreds," said Dr. Octopus but Spider-Man managed to web the good doctor's glasses, causing him be caught off guard. With a swift motion, Spider-Man ripped himself free, before he landed on the ground.

"Got something on your glasses, Doctor Octopus!" taunted Spider-Man as he dodged the attacks, the arms destroying the ground beneath him but Dr. Octopus took a moment to pull the webbing off his glasses. "Come on, Doc, step on a Spidey, win a prize!"

"You will regret your flippant attitude towards me, arachnid!" cried Octopus as more attacks were narrowly dodged.

"I'm thinking you're regretting that ugly tracksuit or at least you should be," retorted Spider-Man as he continued to move around, but Doctor. Octopus raised one of his robotic arms, before he smashed a support beam, causing the ceiling right above Spider-Man to collapse and he struggled to hold it on, as he saw several downed scientists who were unable to move. Spider-Man moved to hold up the building.

"As much as I would like nothing better to reduce you to a smear of blood, I do have a time table to keep, another time perhaps hero," taunted Doctor Octopus as he walked off on his tentacles, his needed component in hand, as Spider-Man struggled to hold up the building, watching in desperation as his enemy had gotten away, but he had more pressing problems on his hand.


	4. Menace of Doctor Octopus Part Two

**Chapter Four: The Menace of Doctor Octopus Part II.**

" _Got to time this perfectly, one wrong move and I take all of us all out,"_ thought Spider-Man as he raised his arm towards the fractured support beam, shooting his webbing around it. _"Looks like it will hold for the mean time…got to move quickly and carefully or it's concrete casket time for everyone."_

As quickly as he could manage, Spider-Man swung the downed scientists out of harm's way one at a time. Just when he got the last one to safety he watched as that section of the building he held up collapsed. Dropping to his knees, breathing a sight of relief but that relief turned to frustration when Doctor Octopus had made a clean escape, without even a hint of what this threat had stolen but to be honest, he did not need his spider sense to know whatever it was it was not going to be good.

A desperation swing around the city had yielded no luck, not even one glimpse of Doctor Octopus.

" _And you'd think a man with four robotic arms wearing an ugly tracksuit would be easy to find,"_ thought Spider-Man. _"Oh well, I better get home, it's getting late, I wouldn't want to worry Aunt May, she has more than enough to worry about as it is."_

* * *

"Hey, Aunt May, I'm home!" called Peter as he watched his aunt who had just finished setting the table for dinner. He moved over, and looked at her with a smile"Need any help with that?"

"It's sweet of you to offer Peter, but I'm fine," said Aunt May as she looked at Peter with a warm smile. "I was worried that I wouldn't get it done in time for you to come home, but the fact you're running a little late helped me."

"Sorry about that Aunt May," said Peter. He looked sheepish.

"No, I know how you young people get, never keeping track of the time, but at least you're not out too late, the sun's just barely down in fact," said May. "Still, you must be starving, so sit down and have some dinner, young man."

"Right, Aunt May," replied Peter as he averted his face slightly, hiding a wince. One of Doctor Octopus's tentacles must have bruised a rib or something. All things considered, he was lucky. Not lucky in the fact that his enemy got away or there was not too many clues pointing to exactly what his motives were. Lucky in the sense he was among the living and breathing.

* * *

"Spider-Man!" said Harry in a loud voice which caused Peter to spin around in panic.

"I beg your pardon?" asked Peter defensively, wondering if Harry had figured out his secret.

"Spider-Man, you know, the new mysterious protector, there was some scientist on the news talking about how he saved them from being killed by some lunatic with mechanical arms," said Harry. "So what do you think about this Spider-Man?"

"Oh, well, I don't know, he's interesting, I suppose and I'm sure he's alright," said Peter carefully. "Besides he did save Gwen yesterday."

"He did?" asked Harry in a confused voice. This was news to him.

"Yes, Harry, he did," said Gwen who turned up at this point. "He swung in there at the last second. He saved me when I was protecting some kid. A nutcase threw a bomb at a ledge."

"Man, some people have nothing better to do," said Harry, shaking his head before he turned to Peter. "And did you have to be the damsel in distress to Spider-Man as well, Pete?"

"Actually, Peter was running a little late, he showed up after the all the chaos ended," said Gwen with a small wink towards Peter, and a knowing smile that only Peter saw.

"Just like you then Pete, always missing the excitement" said Harry, before he cleared his throat. "I just wonder what Spider-Man's really about, I mean it's not like we know that much about him. He's all mysterious and…"

"Osborn, I would think that even someone as dense like you would know exactly who Spider-Man is," said Flash as he walked up with a grin on his face.

'And what exactly is he, Flash?" asked Gwen.

"A hero of course, man he's so cool, about time we had someone like that cleaning up the streets," said Flash before he turned to Peter. "Shame you aren't like Spidey, Parker."

"Well, he's definitely one of a kind," said Peter.

"Right Parker, glad to see you see things my way," said Flash. "He's probably busting some bad guy tail right now, too bad the Bugle can't seem to get a picture of Spidey, but he's that good,. He's too quick for any photographers to take a shot."

Peter and Gwen exchanged an amused look. It was very hard not to laugh at the irony of the entire situation.

"Flash, stop obsessing about Spider-Man, you promised to walk me to class," said Liz Allan, as she fluttered her eyelashes at Flash.

"Liz, I'm not obsessing about Spider-Man," said Flash, looking at his girlfriend.

No one bought this, not even for a second.

"Sure you aren't Flash," said Liz as she rolled her eyes. "Now come on, you promised you walk me to class."

"Yes, Liz," said Flash, looking completely hen pecked.

"So, Flash and Liz are dating again this week," said Gwen. "And he's wrapped around her little finger; it almost makes me feel sorry for the guy."

"Feel sorry for him, more like I feel sorry for her," said Harry with a grin. "I mean, a hot girl like her, being stuck with a jerk jock like Flash."

Peter laughed, but he slightly clutched his side, his ribs were still tender from last night but he winced even more when Gwen caught on.

"Peter, could I talk to you a moment before class?" asked Gwen. "Privately?"

Peter looked towards Harry who nodded.

"Got you get off to Trig anyway," said Harry.

"Don't way to delay your nap, huh?" inquired Peter.

"You know it, Pete," said Harry. He laughed. "Besides, when the final comes, I'll just pick your brain anyway."

With that Gwen grabbed Peter by the hand and lured him into a hallway where there was hardly any activity. With a quick look around, she made sure the coast was clear.

"What happened?" asked Gwen.

"Oh, it's nothing Gwen, my ribs are a little sore; I was fighting someone who's calling himself Doctor Octopus, he had robotic arms and he smacked me around quite a bit with them," said Peter. "Here's the weird thing, he was after the same component that I had to stop those hoods from stealing earlier that day."

"Dad mentioned that wasn't the other piece of equipment, I couldn't really hear more before he shooed me out the door," said Gwen as she put a hand to her forehead. "This Doctor Octopus has to be building something, and it can't be good."

"That's the same conclusion I came to," agreed Peter in a barely audible whisper. "But the problem was what? I suppose a closer look on exactly who Doctor Octopus is might give us a clue on his motivation. I mean, Doctor Octopus can't be the guy's real name."

"I'll be in the computer lab next hour, I'll see what I can dig up," said Gwen and with that the warning bell.

"Really?" asked Peter and Gwen nodded slowly, wondering exactly why she was encouraging Peter to risk his life against a dangerous menace. "Thanks, you're the best."

A kiss and the two teenagers parted ways to their separate classes for this period.

* * *

Doctor Octopus watched with a grin, as his Seismic Wave Disrupter nearly reached completion. It would be fully operational within the next three hours or so. His instructions were clear and concise enough so that even a toddler would be able to build and operate the object. Given the quality of his employees, that was the competence he could expect from them.

After a test run with his weapon, he would use an underground tunnel that he located after several weeks of intense research and use the Seismic Wave Disrupter to break open a few bank vaults. This would get him the ample capital he would need to challenge and inevitably take down the Kingpin of Crime.

Yet the Kingpin was responsible for his condition in a way or rather one of his stooges. Naturally the true Kingpin rarely showed his face and when he did, the people who saw him rarely lived to tell the tale.

At one time Otto Octavius was a mild mannered scientist. He was shy and rather withdrawn but devoted and an expert in many fields of science. His life's work was to create a cleaner, more renewable source of energy but after many experiments, he hit dead end after dead end and even with help of his prized invention, his robotic arms, he was unable to have any success and the funding began to dry up.

Many had laughed at his efforts and the scientific community was not all that receptive of his work. So in a moment of weakness, he turned to less ethical help, but Otto quickly found this to be a mistake. The Kingpin had wanted him to turn his science towards more sinister purposes. Otto had reluctantly agreed, caving under threats but secretly worked on his experiments regardless.

All was going well until one of his experiments was sabotaged. Apparently, the Kingpin could not be deceived for too long. As a result Otto had the misfortunate of being caught in an explosion. The result caused his harness holding his mechanical arms to melt onto him, fusing into his spine.

The control chip floated up and melted into his brain, allowing Otto to control his arms with a mere thought. He was driven completely mad but his genius remained. From that day forward, Doctor Otto Octavius became Doctor Octopus and he spent years planning for his hostile takeover against the Kingpin of Crime.

* * *

"So this Doctor Octopus guy has to be Otto Octavius," concluded Peter in a whisper later that day.

"Yeah it all fits, the article I found said Octavius was in an accident that drove him mad," said Gwen. "Given what details the article had, it would fit with the mechanical arms, but the scariest thing is what he's putting together."

"Seismic Wave Disrupter, I know, he could level the entire city if he's not careful," said Peter carefully. "I sure hope You-Know-Who can stop him."

"Yes," agreed Gwen who realized that Peter putting himself in danger would be a moot point of Doctor Octopus destroyed everything around him but the two straightened up, acting natural when they saw Harry rush by. "You're in a hurry."

"Tutors, remember, Dad said that I need to work twice as hard," replied Harry who looked very unhappy about the entire situation. No matter how hard he worked, his father was never pleased with anything he did. This fact tended to be part of the reason why he did not put much effort into schoolwork to begin with.

"You know all of this could be avoided if you actually tried harder in school," said Peter.

"Maybe," agreed Harry grudgingly. "But I think my disinterest in school will outlast Dad's interest in my life. Don't worry as much as I'd like to hang out with my two best friends, I have to ride this one out. Besides, I'm sure you two don't need me as the third wheel."

"See you around Harry, don't worry, I'm sure your dad what's best for you," said Peter which caused Harry to snort in a disbelieving manner.

"Bye, Harry," said Gwen before she turned to Peter. "So, about Doctor Octopus…"

"I still owe you a date after what happened, so maybe he can hold off his evil plan until later," said Peter hopefully but the ground shaking below him caused him and his spider sense going off indicated that happy reality was not going to happen. "Or maybe not."

" _Blast you Doc Ock,"_ thought Peter.

"Good luck, Peter," whispered Gwen as she leaned forward and kissing him and Peter nodded, before he made his way, carefully up the stairs to make a quick change into his web slinging alter ego.

* * *

Norman Osborn sat in the back seat of the limo, with his son beside him. Suddenly, his attention was caught by a figure swinging off the buildings, high above the city streets. He looked at it, following it with his eyes. There was no mistaking who that was.

"So there is a Spider-Man," remarked Norman coolly. He noticed his son, who had followed the figure, eyes wide open, mouth a gap. "Harry, compose yourself! What's the matter with you?"

* * *

Spider-Man swung from building to building. More vibrations rocked the city and it seemed that his spider sense could be used to pinpoint the source of the disturbance. While he was not an expert in completely utilizing this gift, it was better than nothing and he swung, with a group of uniformed offers, lead by Captain George Stacy, gathered around.

"Seal off the area, we need to find out the source of the disturbances, our scientist contact in the force doesn't think they're of natural origin," said George. "In fact, they are completely man made."

"Made my a madman who seems to be intent on leveling the entire city, in fact," said Spider-Man as he dropped down on a web line. Several officers pointed their guns at the web slinger, but Captain Stacy held up his hand to stop them.

"Spider-Man," muttered George. He adopted a professional demeanor. "I'm Captain George Stacy, but I do wish we were meeting for the first time under better circumstances. You seem to have a clue as to who's behind these disruptions."

"A new criminal, he calls himself Doctor Octopus. I fought him last night, and he seems intent using a device for some reason that could level everything around us if he's not stopped," said Spider-Man, carefully masking his voice so the good Captain did not pick up on the fact who he really was. "And if my hunch is correct, Doc Ock brought his little toy down there."

"Through the subway," muttered one of the officers. "That tunnel's been out of use for many years, hardly anyone goes down there."

"Make perfect sense," agreed George as he looked at Spider-Man. He could not help but see there was something rather familiar about the young web slinger but this was no time for suspicions. "Close off the area for any civilians, make sure no one passes. As much as I hate to admit this, Spider-Man is our best change in dealing with this Doctor Octopus."

"You mean we're going to have to entrust police business to some masked vigilante?" asked a female officer.

"Officer DeWolff I have given my orders," said George in a patient, yet firm, tone of voice. "Please follow them, time is of the essence, and there is no room for error."

Spider-Man swung down before the final police barrier was in place.

* * *

The figure of Eddie Brock spotted Spider-Man from behind the bushes. He had gone to the source of the disturbances, hoping to find Spider-Man. He just struck pay dirt. Jameson would have his pictures soon enough. The photographer crept forward, slipping past the barriers and walked down the subway after Spider-Man. Spider-Man would be his ticket out of this crummy profession and onto bigger and better things.

* * *

" _Getting closer, got to be careful, one wrong move and I'm toast," t_ hought Spider-Man. He carefully crawled on the ceilings of the tunnel, while straining to listen _. "That one sounded close, not too far away now."_

Carefully Spider-Man webbed a camera in place, hoping this trick would work, before he dropped down carefully. He saw a pair of armed goons standing guard over an entry way of some sort. Carefully walking around, he put his hand over the mouth of one of the goons, before he spun him around and knocked him down with one punch.

The other goon turned, seeing Spider-Man. Before he could open his mouth to make a sound, Spider-Man webbed his mouth shut. He dropped down but there several foot steps. A small group of armed goons charged Spider-Man but he carefully dodged each assault, taking them down one by one without breaking a sweat.

"Well that was easy," remarked Spider-Man. No sooner those words left his mouth, his spider sense alerted him to an incoming attack. He dodged as a robotic arm swung out from around him, forcing him to duck the assault. He came face to face with Doctor Octopus. He had to dodge another attack before he could formulate a witty retort. .

"I had anticipated your interference, Spider-Man!" bellowed Doctor Octopus. He tried to impale the web slinger with another robotic arm. "Once I eliminate you, there will be no one left to oppose my plans. The city will be mine!"

"Over my dead body!" shouted Spider-Man. He dodged underneath an attack before he bounced off the walls. The web headshot some webbing, but Doc Ock quickly sliced through it like a hot knife through butter. Spider-Man bounced off, dodging and evading the attacks.

"If you insist," said Doctor Octopus in a bored voice. His arm shot out before the end clamped around Spider-Man. The hero struggled, but Doctor Octopus swung Spider-Man around. The mad scientist smashed the wall crawler against the wall. Spider-Man winced as he was smashed against the wall once again before the mad scientist attempted to impale the downed Spider-Man The web head evaded that attack, and moved back into the attack. Bouncing off the wall, Spidey slid underneath the attacks. "Stand still and I may offer you a demise with dignity, arachnid"

"Sorry, I've never been one to have much dignity," answered Spider-Man. He attempted to web Octopus's glasses again, but the criminal was ready for this trick this time. He shredded the webbing. This forced the web slinger to come up with an alternate plan of attack. Spider-Man looked over his shoulder, seeing a machine in the distance. It was silent.

" _It must be the thing that's causing this,"_ thought Spider-Man as he avoided the attacks. _"Now, if I can only find a way to destroy it."_

"You will find that you have run out of room, Spider-Man," taunted Doctor Octopus. A sadistic grimace spread across his face. Doc ock attempted to maim the web slinger with his robotic arms. Spider-Man just barely dodged the attack and he bounced off the walls. With another bounce, he jumped off. Another attempt of an attack was fired off by Doctor Octopus. He dodged it, just before the sharp end of the robotic arm would have sliced him to ribbons.

"We're in such an enclosed space, yet you can't smash me to bits," said Spider-Man. This raised Ock's temper. Spider-Man just barely avoided another attack. "What's the matter? I mean for such a criminal genius, you're pretty lousy at hitting a target. Come on Ock? Insanity getting the better for you or are you the laughing stock the scientific community painted you as Octavius!"

"You will pay for that!" yelled Doctor Octopus

"Will you take an IOU?" quipped Spider-Man as he dodged the attack.

"Your little remarks are not amusing, rather annoying!" snapped Doctor Octopus. He aimed his robotic arm for another attack. He stopped short, eyes widened, before a twisted smile appeared on his face. "Very clever Spider-Man, you thought you could trick me into smashing up my own machine. It might have worked against a lesser mind but Doctor Octopus is not so easily deceived."

Spider-Man winced but an idea came into his mind. Suddenly, he webbed one of the mechanical arms to the wall. Doctor Octopus attempted to yank it off the wall, but Spider-Man got into position. He webbed the second robotic arm to the wall. In little time, Doctor Octopus was pinned by the wall with his robotic arms, and Spider-Man looked at a blinking disc.

" _Must be the power source to those robotic arms,"_ thought Spider-Man. _"Well, once I pull the plug, he won't be able to smack me around with those arms."_

Unfortunately while Spider-Man had his focus on Doc Ock's robotic arms, perhaps he should have been keeping his eye on his regular arm. The mad scientist whipped out a remote control device and slammed his hand right on a button. In another instant, he smashed the device.

"What did you do?" demanded Spider-Man.

"I activated my device and I disabled to the easiest way to disable it," said Doctor Octopus as he laughed like a complete madman. "You can apprehend me or manually disable it. It is your choice, Spider-Man."

Spider-Man quickly rushed over and ripped the back panel of the device off. If he could find what was powering it, he could stop it. Judging by what he saw, not only did Doctor Octopus activate the machine, but he activated some kind of overload sequence that threatened to sink the entire city into the ground.

" _Great, more problems,"_ thought Spider-Man. He was fully aware that Doctor Octopus had begun to pull himself free. _"Not that great with computers, and I have to figure out how to stop this thing. One wrong move and New York becomes New Atlantis."_

Doctor Octopus ripped himself free, but luckily for Spider-Man, his power source had run low on energy

"Another time, Spider-Man, we will meet again!" bellowed Doctor Octopus. He smashed an exit through the top of the tunnel, further compounding the issue as he pulled himself out, ignoring his downed henchmen. They failed, they would suffer the consequences.

Looking at the wires, Spidey felt dust falling on his shoulder and he studied it intently, before closing his eyes.

" _Spider sense don't fail me now,"_ thought Spider-Man desperately as he tried to piece together any way to stop this machine. _"This has to be the component, carefully now, don't want to cause an explosion."_

In an instant, Spider-Man removed the component from the device and breathed a sigh of relief when the machine stopped rocking. He moved around, reaching up, before he retrieved his camera. For a second, he thought everything was okay.

As he removed the camera, the tunnel began to crumble.

" _Great,"_ thought Spider-Man sarcastically _. "Just great and I'm going to have to save all of these henchmen I knocked out before this subway tunnel collapses."_

Carefully storing his camera away, Spider-Man dropped down, creating a large net of webbing. He hoisted up the criminals, one by one, dumping them inside. He struggled to lift them up, but managed it. Spider-Man swung forward, the captured criminals carefully held in place. He moved forward, as more dust and rubble began to fall. Spider-Man looked up, seeing the light at the end of the tunnel, before he swung out, depositing the henchmen carefully. He winced, when he heard a scream of frustration from deep inside the subway tunnel.

"Missed one," muttered Spider-Man in frustration. With a heavy heart, he swung back into the tunnel, before he saw the tunnel beginning collapse. He spotted the form of Eddie Brock, on the ground, ankle trapped under a large piece of rubble. "What are you doing here?"

"Photographer for the Daily Bugle," grumbled Brock. "Had to get pictures of you, it's going to be a gold mine."

Quickly, Spider-Man managed to pry the piece of rubble off of Brock's ankle. He held up the dubious photographer, the camera slipping from Brock's hand.

"Wait, I need to pick up my camera!" shouted Brock desperately eyes widened in horror.

"No time," responded Spider-Man firmly. Hhe swung out, with Brock kicking and trying to desperately reach for his camera.

"No, there's a lot of good shots, even I'll get Jonah to unclench his fist and pay up with some of those!" yelled Brock desperately. He watched in horror as they exited the tunnel, but not before Brock saw his camera smashed to bits. It was almost like he was watching money burst into flames. "NO! My camera, my pictures, MY MONEY! You did that on purpose, Spider-Man!"

"That's a fine thanks for saving your life," muttered Spider-Man under his breath. With these words, he dropped Brock. This was done a bit more roughly than he would have normally have, but , he was a bit annoyed. He collapsed to his knees for a brief second before he looked at George Stacy. "Got all the henchmen, saved the reckless photographer, nice meeting you Captain, but I've got to swing, see if I can find Doc Ock."

George nodded as he watched Spider-Man swing off. Had Spider-Man not been here on this day, this could have ended in a tragedy. He was a bit apprehensive about the mask thing but he was sure the hero had his reasons for what he did. If nothing else, Spider-Man made his job a bit easier.

* * *

" _Twice around the city and nothing, not even one hint of one measly robotic arm,"_ thought Spider-Man in frustration. _"Oh well, better pack it in for tonight, not going to find anything. Doc Ock's gone underground for now, but he can't hide forever. He'll be brought to justice but I can't obsess over him. Other criminals, other crime, that sort of thing, and I just have a feeling that he'll be back to plague me and the city again all too soon but I don't think I need my spider sense to figure that out."_

Spider-Man looked and saw the Daily Bugle building. He looked at his camera, hoping that actual photographic evidence would change his standing in that place. Of course, there was only one way to find out.

* * *

"Brock, what do you mean you don't have any photos?" demanded Jameson. He angrily stared down at Eddie Brock. He looked slightly uncomfortable as the other staff at the Daily Bugle looked at him.

"But, boss, Spider-Man…" started Brock, but Jameson would hear none of it.

"The only butt you should be worrying about is yours when I toss you out on it for not doing your job, Brock!" shouted Jameson, who looked almost rabid. "A news story involving that wall crawling nuisance, getting into a battle with someone calling himself Doctor Octopus and I don't have pictures to go along with it. It's an outrage I tell you!"

"Did someone mention wanting photos of Spider-Man?" asked Peter. He walked into the office, waving photos all the way.

"You, how dare you walk in here!" bellowed Jameson.

"Fine then, I guess some other newspaper will have to make all that money by being the first to have exclusive photos of Spider-Man," responded Peter. He held up the photos before Jameson's eyes went wide. The grizzled newspaper publisher rushed forward, before he grabbed the photos.

"Not bad for a first effort, Parker," admitted Jameson grudgingly. "Garbage compared to our usual quality of work, but I suppose it's better than bringing me nothing like certain photographers around here."

"Wait a minute, I was down there the entire time and I didn't see you so how did you get photos of Spider-Man?" demanded Brock.

"Who cares, Brock, at least him brought me something, tell you what kid, I'll give you two hundred dollars for all the pictures," said Jameson.

"Two hundred dollars?" asked Peter in an incredulous tone of voice. "With all due respect, Mr. Jameson, I did kind of risk my life to get these photos."

"Kid, it's just my way of nurturing a love for the art and not for the money but I'll tell you what, two hundred and fifty, best I can do and because I'm in a such a good mood," said Jameson to Peter. "Do we have a deal? Of course we have a deal. ROBBIE! Get Leeds, and tell him to put the finishing touches on that article and we'll integrate Parker's photos into it and we'll scoop all of the other papers. Our headline is Spider-Man: Vigilante at Large."

The entire newsroom was silent.

"What are you waiting for a ticker tape parade?" demanded Jameson. "Go, get going, all of you!"

Peter stood awkwardly.

"As for you, Parker, you can pick your check up on the way out from Miss Brant and get right back out there now, get more pictures of Spider-Man, I want to see that wall crawler from every angle and see what his deviant game is!" shouted Jameson and Peter hastened to leave. While not as much as he wanted, the two hundred and fifty dollars would help Aunt May for sure.

* * *

Doctor Octopus reached his hideout, plans ruined, for now. Another opportunity would present itself. He thought about this as he recharged the power source for his arms. He would not rest until Spider-Man was destroyed; now the wall crawler had the doctor's full and undivided attention. The next plan would result in Spider-Man's complete and utter demise. The Kingpin would get taken care of soon enough, but his end would have to wait for now.

* * *

Wilson Fisk sat in the arm chair early the next morning, reading the Daily Bugle with indifference for the most part. One thing did catch his interest. That of Spider-Man, he had heard quite a bit about the web slinger. In fact, Spider-Man had unknowingly brought down several petty thugs in his employ on more than a few occasions. Now, as Fisk read the paper, he could not help, but be curious at what exactly drove this Spider-Man to foolishly throw himself into these heroics.

Fisk remained still for a moment, the wheels of thought turning in his head. Perhaps given time, he could find a way to benefit from the presence of Spider-Man. He would have to keep an eye on the wall crawler and learn as much as he could. Then he could determine whether he could use Spider-Man's presence in a way that benefits him or have the hero eliminated. Fisk vowed to keep a close eye on every business opportunity as he put his paper away. He had a full day ahead of him, but he would have to set aside some time and resources to analyze the Spider-Man situation fully.

* * *

"Dad said Spider-Man helped avert quite the disaster yesterday, there could have been thousands dead, but only a collapsed tunnel that no one uses," said Gwen to Peter casually the next morning. "He's grateful for the help, even if others are uneasy about Spider-Man."

"He has to wear a mask not to hide but to protect those close to him," said Peter.

"A selfless hero to the very end, too bad the Bugle decided to hint that Spider-Man was behind the collapse of the tunnel," said Gwen with a sigh. "Some people don't get what they can't understand."

"Some people aren't meant to understand Spidey, but he'll keep doing it and I'll be there to cover his exploits for better or for worse," said Peter with a sigh. Jameson had a chip on his shoulder regarding Spider-Man, although Peter could not for the life of him figure out why. "So we never did get around to having the date."

"Third time lucky?" asked Gwen.

"Any time with you is lucky, Gwen," replied Peter with a cheesy smile.

"You can be so sappy sometimes, Peter," said Gwen with a laugh, before she kissed him on the cheek. "Don't ever change."

"Don't plan on it," said Peter as he wondered what the future would bring. Now the world knew that Spider-Man was not just some myth with photographic proof available, he had the strangest feeling that life was going to get both interesting and complicated.

* * *

A plane landed at the airport and a man dressed in a trench coat and wearing a fedora on his head stepped out of the plane. His face was a ghostly white and he was bald underneath the hat. He looked around, with a disdainful look.

" _So this is New York,"_ said the mystery man as he looked around. _"A dump,but a job is a job, especially one that pays so handsomely. I must change into something less conspicuous, as even in this city, my appearance could raise some questions."_

The man looked from side to side, to make sure no one was there. He stepped to the side and seconds later, a figure wearing a business suit with a short hair cut and a neatly trimmed beard walked out, a briefcase in hand. He walked into New York, ready to receive further instruction for the job he had been hired to carry out.


	5. Deception and Doom Part One

**Chapter 5: Deception and Doom Part I**

"Test didn't seem too bad, I mean, it was pretty straight forward for Chemistry," remarked Peter as he walked with Gwen and Harry.

"Speak for yourself, that thing was hard, too many essay questions," said Harry in frustration.

"Don't you mean short answer questions?" asked Gwen.

"Gwen, any question that requires more than one word, is not short," said Harry warily. "Oh well, it could be worse. At least I think I passed this time. Not that it's going to be enough for my father. At least the tutors are easing up even if it is because they're sort of giving up on me. Dad's money can only by so much and patience isn't really among these things.

"PARKER!" shouted Flash as he walked forward which caused Peter to wince reflexively even though Flash had not really beat him in weeks. "What's your problem?"

"I beg your pardon, Flash," said Peter.

"Spidey's getting trashed in the Daily Bugle, saying that he's a menace and he caused the bus accident that he helped save," said Flash as he shoved the paper into Peter's chest. "Even I know that's stupid!"

"I get the pictures, someone else writes the articles and…ah Jameson, well that about explains it all, my boss sort of has a thing against Spider-Man," said Peter. "Even I couldn't tell him to lay off of it, even if wanted to."

"Well, maybe you should stop giving him those photos Parker, there are other papers in this city, you know," said Flash in a heated voice.

"Don't think I haven't tried," said Peter. "Problem is, none of them are willing to hire a fifteen year old kid. The only reason I can get Jameson to play along is because he is desperate for the photos of Spider-Man and a professional could demand more, something that he doesn't want to play along with."

"Bit tight fisted isn't he?" asked Harry.

"Just a little bit," said Gwen, who had the displeasure of running across Jameson once. He was boisterous, loudmouthed, and rude, always ordering people around outside his paper. Her father told her that deep down, Jameson was decent, but Gwen always thought her father was a bit too generous with people.

Peter threw down the paper that Flash had thrown in his face. He was not in the mood to read Jameson's lies, it was bad enough he had to deal with the loudmouth at the Bugle. Besides, he hoped that the city would form their own opinions about Spider-Man, on their own accord. He just wished he had a better opinion of himself. Doctor Octopus was still at large and a week of extensive searching lead to nothing. The unfortunate conclusion was that unless Doc Ock came out of hiding, there was nothing he could do about it.

He pulled his cell phone out of his locker as he put his books away but his eyes widened, as a text message from Jameson, telling him to come to the Bugle immediately after school.

"Wonder what the jolly one wants," muttered Peter. "I'm normally not summoned. I come to him when I have pictures."

"Speak," said a deep voice, of a man wearing a green hooded cloak and appeared to be made completely made of metal. His name was Victor Von Doom, the ruler of Latveria, but many knew him by another name, Doctor Doom, one of the most dangerous and fiendish men in the world. He had two armed bodyguards on either side, ready to shoot the messenger on the off change he was an assassin.

"Lord Doom, please beg my pardon for the interruption but a disturbing fact has come to light," said the messenger. "The United States has installed new monitoring satellites to detect activity from space and we fear they may have gotten photographic evidence of our advanced weapon system."

"This is most unnerving," said Doctor Doom in an emotionless tone of voice. The United States had wanted to deal with Latveria for years, especially since Doom took control of the country in a hostile takeover and this photographic evidence would the required proof. I cannot afford for my plans to be compromised at this delicate stage."

"Our intelligence has indicated that the entire mission to install the satellites has been entrusted to a Colonel John Jameson, he has the security clearance and would have the most direct access to the incriminating photographic evidence," said the messenger and Doom looked on, so the messenger decided to hastily add. "He will be returning to New York City in a celebration of the successful completion of his mission."

Doom just got to his feet before he walked over to an intercom.

"Yes, Lord Doom?" asked a voice from the other side.

"Ready my jet, I will be making a trip to New York," said Doom calmly. There was pressing business to take care of and if he was not mistaken, he may run into an associate that he had worked with in the past that would help him with kidnapping Colonel Jameson.

"PARKER!" shouted Jameson in a loud voice. "There you are, I expected you to be here two and a half minutes ago."

"Traffic was bad Mr. Jameson, it's not like I could swing here like Spider-Man," said Peter with a smirk but Jameson did not appear to be in a very good mood.

"Look Parker, if I wanted bad jokes, I'd go to a comedy club!" bellowed Jameson before he calmed down or at least as calm as Jameson got. "Anyway, onto business, in two hours, my son, the astronaut, Colonel John Jameson, is returning from a fearless and death defying mission. I believe have I've mentioned him before."

"Yes, once or twice," said Peter, who every time Jameson had gotten into a rant about people who call Spider-Man a hero, he seemed to bring his son, the astronaut into the conversation as an example what the editor of the Daily Bugle perceived to be a true hero. Of course, Peter could be hard pressed to disagree, the man had done some amazing things and gone amazing places.

"Good, good, thought I did," responded Jameson. "Anyway, my son's coming back to town after his mission, and I want photos Parker, good ones. He's going to get a home coming fit for a hero of his stature. I would normally send Brock, but that kid had the gall to take a vacation. Something about being worked too hard or some such nonsense, if you can believe that. Anyway, Parker, plane arrives at five, be there before then and don't come back without some photos of my son's glorious home coming."

"Right, Mr. Jameson, anything you say," said Peter as he watched Jameson stalking off to the office, muttering under his breath. With a sigh, Peter turned. "I hope I can get some good pictures, there's bound to be a good crowd for a hometown hero."

"Don't worry about it, Peter, Jonah's just proud of his son, he can get a little wound up about it at times, I'm sure you'd be able to get some acceptable shots," said Robbie Robertson. Peter responded with a nod, Robbie was a good natured and mellow fellow, the Editor-In-Chief of the Daily Bugle. How he remained so mellow working with someone like Jonah day in and day out, but it was not his business to pry. "Just do the best you can. I've seen your work, for someone with your level of experience, it's decent, especially considering how no one could get a clear shot at Spider-Man. And I don't think Colonel Jameson will be jumping around and fighting criminals either."

"Well, I do have that thing," said Peter before he strained, hearing the faint sound of an alarm down the street. "I better get going, don't want to be late, especially since the crowd could get pretty hectic for this sort of thing."

Quickly, but not too quickly, Peter scrambled off. A change was in order to see what the cause of the alarm was.

Spider-Man swung down, where he saw a balding security guard standing in front of the building with the alarm ringing but it stopped when he dropped down.

"Spider-Man, what are you doing here?" asked the balding security guard, as he hastily stepped over.

"Alarm tripped, figure I would check it out," said Spider-Man.

"Security glitch I'm afraid, sorry to waste your time," said the security guard, as he slipped a pair of bolt cutters into his pocket, unknowing to Spider-Man.

"I'm still going to take a…look around," said Spider-Man as his eyes widened when he noticed something in the lobby of the building. The same balding security guard he was talking to was tied up. He spun around, spider sense tingling, just in time to get a baton right to the chest. That knocked the wind out of him, before he took off running. Spider-Man caught his breath, before he shot a line of webbing and followed suit, swinging across the city. "Oh, no you don't, you're not getting away that easy, whoever you are?"

He saw in the corner of his eye a figure disappear into the alley and he swung down, dropping down before he saw an elderly lady on flinched.

"And what can I do for you young man?" asked the old lady.

"M'am, have you seen a balding man run down this way in a hurry?" asked Spider-Man.

"Can't say I have, sonny," responded the old lady. "Better run along now and look for him, don't want that hoodlum to get away, do you?"

"Right, thanks," said Spider-Man gratefully as he swung off in the other direction, with the old lady looking at him.

"Such a nice young man," said the old lady before she removed a folder of blueprints, a sinister grin appearing on her face, as her skin shifted slightly. "And so naïve."

The old lady was replaced by a bald man with pale white skin, dressed in a blue suit. His name was Dmitri Smerdyakov, but he was better known by his codename, the Chameleon, a master of disguise. Thanks to his unique abilities, he could take on any appearance he chose. He raised his wrist, before pressing a button, activating a communicator.

"I have the blueprints as you've requested," said the Chameleon.

"Excellent work, my friend," said a distorted voice. "Bring them at the established point in two days, at precisely four in the morning and you will have your payment."

"As you wish," said the Chameleon but suddenly he heard a whirling sound from above and two figures slid down from a cloaked pet right next to him.

"Dmitri Smerdyakov," stated one of the figures. "Lord Doom requests an audience with you."

"Of course," said the Chameleon, he had worked with Doom in the past and the man had paid handsomely for his work. He grabbed onto a third rope that had been provided and he was pulled up to the cloaked aircraft. He walked inside, where he saw Doom sitting, eyes not moving from the other end of his metal mask.

"Chameleon, certain events have mandated that I use your services," said Doom crisply. "You will be briefed on all of the details but we need to move quickly. Our target arrives this evening and he will need to be nabbed immediately."

The Chameleon sat back to listen with a stoic expression on his face, as Doom filled him in on the details.

" _I lost him, I can't believe I lost him, then again, given the fact that that guy could apparently change his faces, I wouldn't be too hard for him to….blend into a crowd," thought Spider-Man as something came to him immediately, like a slap to the face or a bucket of cold water over the head. "He was the old lady! I can't believe I fell for such an obvious trick, now he's gotten away. Of course, the million dollar question is what was he after? Oh well, can't worry about that right now, Spidey's work is done, time to clock out. Besides the New York Police Department can worry about what was stolen, it's kind of what they're getting paid for."_

With a swing into an alleyway when no one was looking, Spider-Man went in. A couple of moments, Peter Parker exited the alley way, walking over. He had already phoned Aunt May during his patrol, telling her that he was going to be late. He smiled, recalling his aunt's lecture about how Jameson seemed to be overworking him. Peter walked over, as he saw a crowd, with armed police guards. He winced; this was going to be a bit tricky to get through, to get photos. Shifting over, slightly, he managed to see a plane coming in distance. Peter watched, as several reporters shoved him through.

"Watch it kid, this is big news, we have to get it before all of the other networks," said a reporter rudely, as he stomped by. Peter winced, having his foot stomped on, but he saw a stack of boxes nearby. With ease, he climbed up, able to see over the heads of the crowd and raised his camera, in an attempt to focus it. Sitting perched, Peter thought he could get some good shots, he just needed to keep his camera focus.

The plane began to touch down, as several camera flashes went off. Peter shifted his weight, in an attempt to get a good shot, as the plane went down, with a van pulling up close by the plane. Watching carefully, Peter focused his camera, as John Jameson exited the plane, waving to the crowd, with a smile on his face. He focused his camera the best he could, before taking the shot.

" _Hope, the jolly one's happy with these photos, best I can get in this chaos," thought Peter but suddenly, as he looked over towards the van, his spider sense went off. "Hmm, that's odd and unexpected…I wonder what's causing it to go off."_

"Colonel Jameson, there's been a security breach," said the lead guard stiffly. "Our intelligence has indicated that your life is likely in danger. Get in the van, immediately, we need to get you to a safe place."

"If you say so," said John, as he looked around. He knew his line of work was dangerous, but he did not expect to be the target of someone today. He stepped into the van, as the press swarmed in.

"Sorry folks, Colonel Jameson will not be speaking to you today, emergency has come up, last minute," said the lead guard as he entered the van, with John who frowned.

"I'd like to speak with my superior about this, he wanted a report from me when we got in," said John.

"That won't be necessary where you're going Colonel Jameson," said the lead guard, as he pressed a button. Ropes shot from the seat and wrapped around John, who struggled.

"WHAT IS THIS?" demanded John angrily. "Some kind of joke…"

"No joke, I can assure you, Colonel," responded the lead guard as he laughed and the other guards in the van had laughed. "We're taking you for a ride, in fact you're line of work is stressful, so it's my recommendation you take a vacation to a nice place called Latveria.

"Latveria?" asked John in a confused voice. "Travel there is strictly forbidden…"

"I know," said the lead guard as his face shifted to that of John Jameson and then he began to speak in the Colonel's voice. "But don't worry, your superior will be informed of this and by you as well."

The faux John Jameson shifted back into the guard.

"Drive, Doom wants this one to the plane within the next thirty minutes and he's not a patient man," said the guard, as the van drove off.

Peter frowned, but suddenly he saw the van drive off and a muffled yell from inside the van. His eyes widened, the van might be going fast, but he could see a flicker of John Jameson, tied up.

" _So kidnapping is the game?" asked Peter. "Well whoever you are, you're not getting away with this? Not if Spider-Man can help it that is."_

Peter slipped down, dodging through the crowd, before he climbed over a fence and ducked inside an alleyway. From the other end, Spider-Man swung out seconds later, following the van down the street.

" _Got to maintain a safe distance, don't want them to know, I'm on them yet," thought Spider-Man as he swung away. "Can't lose them, wonder what these goons what with Colonel Jameson?"_

Spider-Man continued to follow the van in pursuit, as it turned, before it arrived in an abandoned field.

" _No coverage here, I better get ready to spring into the attack," thought Spider-Man, as he swung around._

He moved around, grabbing one of the guards, before he threw him to the ground. Another guard held a gun but Spider-Man yanked it out of his had with webbing, before he propelled himself up into the air with a gracefully somersault, bouncing off the ground, before he came back with a kick, taking his enemy down to the ground. He moved forward, before he spotted the form of John Jameson collapsed on the ground.

"Colonel Jameson, are you okay?" asked Spider-Man.

"Yeah," said John before his face twisted into a sadistic grin just as his spider sense went off and he removed a stun gun from inside his coat. "But you're not, you web crawling fool."

Spider-Man felt himself zapped, dropped to his knees with the stun gun, before the real John Jameson was pulled out, rendered unconscious by some means, as the figure of Doctor Doom walked forward.

"We have him, Doom," said the imposter John Jameson as he pushed the real deal forward.

" _Doom?" thought Spider-Man groggily. "As in Doctor Doom. THE, Doctor Doom? The arch enemy of the Fantastic Four, the world's greatest super heroes? HIM? Well this just go worse."_

"Excellent my friend," stated Doom in a cool voice, stepping on Spider-Man's downed form, as if he was a pest well beneath his notice. He walked over, grabbing John Jameson. "Into the plane, quickly, before certain meddlesome heroes deduce that Doom was here and foolishly try to stop me."

"Not, if I can stop you first, Doom," said Spider-Man, pulling himself to his feet but Doom calmly raised his hand and an energy blast rocketed Spider-Man off the ground. The web slinger smashed right into the doors of the van, denting it.

"Don't even think you can match Doom, boy!" thundered Doom as he turned, without another word, boarding the plane and it lifted off the ground, before it flew out of sight.

Minutes later, a helicopter landed in the same field where Doom had just been. S.H.I.E.L.D. was written upon the helicopter and a group of agents exited the helicopter, lead by a very formidable looking man with black hair, with the slightest hints of grey and wearing an eye patch. His name was Nick Fury and needless to say he was not a man to be trifled with.

"Missed Doom again, Commander Fury," said one of the agents but they stopped when they saw the downed hero, knocked unconscious.

"Spider-Man?" asked another agent in a surprised voice.

"Yeah, I can see that," said Fury gruffly. "He's taken quite a hit, not surprised considering who we're dealing with. Get a stretcher and bring him to the infirmary at once. When he's patched up, we're interrogate him, see what he knows about this entire mess with Doom.

Spider-Man woke up groggily, before his eyes flickered open, where he was in a cold dark room, lying on a bed before he found himself face to face with Nick Fury.

"Where am I?" asked Spider-Man, as he tried to shake his head, to clear the cobwebs, as it came back to him. Colonel Jameson was kidnapped, he got knocked backwards by Doctor Doom, and then he passed out from the pain. "Who's there?"

"Where you are is classified information," said a gruff voice from the shadows. "As for my name, the name's Fury, Nick Fury, I represent SHIELD and I'll be asking the questions right now, Spider-Man or would you prefer, Peter Parker?"

Spider-Man sat up straight, but tried to look innocent or at least as innocent as someone wearing a mask could look.

"Don't bother playing dumb, it's my job to know these things, I know your name, your origin story, your family, your friends, even the exact date you hit puberty," said Fury roughly. "Information is my game Parker and I need to know what you know about this plot that Doom was involved with."

"I know about as much as you do, Fury," said Spider-Man, a bit uncomfortable that this Nick Fury knew so much about him and his life. "I was after somebody who could change his face, he impersonated Colonel Jameson to lure me into a trap and…"

"Someone who could change his face?" demanded Fury. "Well, that sheds some light on the issue."

"What kind of light?" asked Spider-Man curiously. "I know you know, Fury…"

"You're in no position to make demands for information, Spider-Man," grumbled Fury. "But it's just as well that you know who you're dealing with. The man's name is Dmitri Smerdyakov but he's better known as the Chameleon and believe me there is no better explanation for what he can do. He's a master of disguise and trickery, able to blend him. He is able to change his appearance into anyone he chooses."

"How?" inquired Spider-Man.

"Subjected to experiments when he was a child, not pretty, not pleasant, the exact details will give you nightmares, trust me," said Fury in an agitated voice. "As a teenager, he was trained as an agent of the Soviet Union, the ultimate spy due to his unique powers but since the collapse of the Soviet Union, he's been taking any jobs he could, for the right price. His talents come at a high price but he's talented. One of his most notable clients is Victor Von Doom, the ruler of Latveria."

"Doctor Doom," breathed Spider-Man in awe.

"Yes, him," said Fury gruffly. "Now, it looks like Colonel Jameson may have stumbled upon one of Doctor Doom's secret weapon sights, inadvertently with his satellites. And as much as it pains me to say this, I may require your help."

"My help?" asked Spider-Man.

"Yes, unfortunately my organization is strictly not allowed to interfere with Latveria and Doom, as much as I'd like to take that metal bastard down," said Fury. "But, if an independent hero would swoop in and save Colonel Jameson from Doom and the Chameleon and SHIELD would happen to inadvertently cover up the evidence of said hero doing this, then no treaties have been breached and those stuffy bastards in Washington won't be breathing down my necks."

"But you saw what happened when I fought Doom last time, I got smacked around," said Spider-Man.

"Yes, but you won't be going in alone, rather you'll will be getting some help from others," said Fury. "Others that have experience in dealing with Doom."

Spider-Man's eyes widened when he realized the implications of this.

"Now, hurry, time is of the essence," ordered Fury, leaving no room for argument with his tone.

Gwen sat, doing her homework as it had been dark for sometime began to set when her cell phone rang. Reaching over, she picked it up.

"Hello?" asked Gwen.

"Gwen, sorry to bother you, dear," said the voice of May Parker on the other end. "But I was wondering if you heard from Peter?"

"No, Mrs. Parker, I'm sorry," said Gwen evasively. "He did tell you that he was getting photos for the Bugle didn't he?"

"Yes, he did, but he promised he would be back by now and I'm really worried," said May.

"Don't, Mrs. Parker, I'm sure Peter's busy with his job," said Gwen, with a slight hint of a smile but a worried expression crept onto her face right after that.

"That man, Jameson, I swear, he works Peter too hard, I have half of a mind to give him a piece of my mind," said May.

"I'm sure Peter will check in, he just got caught up with something," said Gwen in a reassuring voice.

"Okay, if you hear from him, make sure you tell him to call me to let me know when he's coming home," said May.

"Right, Mrs. Parker, right away, if I hear from him," said Gwen as she heard May hang up on the other end. A part of her wished that Peter would not hide something like this from his aunt, but at the same time, Gwen admitted she would be deluding herself if she would not do the same if she had been in Peter's position. Still, she tried Peter's cell phone but got nothing. She then tried Harry, maybe he would know where Peter was. A long shot, given Norman's recent iron grip over his son's social life or lack there of, but worth a shot.

"Hello?" asked Harry's voice from the other end.

"Harry, its Gwen," said Gwen quickly. "You haven't heard from Peter recently, have you."

"No, I can't say I have, I just got finished with my tutors," said Harry. "I thought he was supposed to do something for Jameson."

"That's what I thought too, but that should be finished up by now, it's getting rather late and his aunt called me, she's worried that Peter didn't show up," said Gwen.

"Ah, I don't think it's anything to worry about, Gwen, Pete's tied up in his work," said Harry. "He's lost track of time likely and he's hanging around somewhere, he'll be at school tomorrow and you can interrogate him about it then. Maybe he's spotted Spider-Man somewhere or something, who knows?"

"Maybe," said Gwen grudgingly. "If you hear from him, tell him to phone his aunt immediately."

"If I hear from him," said Harry, who sounded rather skeptical about the possibility that's going to happen but he paused. "Sounds like Dad just caught sight of my latest report, he wants to have a word with me."

"I thought you passed everything this time?" inquired Gwen.

"Not good enough for him," said Harry seriously. "Anyway talk to you tomorrow at school, I'm sure Pete will turn up, bye."

"Bye, Harry," said Gwen as she put down her phone, before she looked out the window. Her father was not home yet, so the house was quite silent. She thought about trying Peter again in a little bit but if he was in the middle of something, she surely did not want to be a distraction.

She looked out the window, before she walked downstairs to put some dinner in the microwave, thoughts on Peter.

" _He wouldn't want me to stress myself out about him, it's a dangerous job, but he feels he has to do it," thought Gwen. "After what happened to his uncle, but still…I can't help but shake the feeling that something's not right….but like Harry says, I'm sure Peter will tell me all about it tomorrow, in more details once we have a few minutes alone."_

"We're here kid, the Baxter Building," said Fury gruffly. "Richards already knows I'm on my way, after I detected Doom in the area. He doesn't know about you, but that's your mess to explain."

Spider-Man could only nod, as he looked out towards the Baxter Building, the headquarters of the Fantastic Four.

" _I can't believe it, I'm going to actually work with the Fantastic Four," thought Spider-Man. "Okay, can't act like an obsessed fanboy, must keep cool, but seriously, these guys have been heroes for years before I decided to take that fateful trip to that exhibition. This is like a dream come true, I hope I don't embarrass myself."_

"Well don't just sit there and gawk, you have a job to do," said Fury gruffly, before they exited the plane and made there way into the Baxter Building. "Richards, its Fury!"

"Just one moment please," said Reed Richards, alias Mr. Fantastic of the Fantastic Four as he walked forward, before he stopped. "I'm not sure if we've had the pleasure of meeting…"

"Spider-Man," inputted the wall crawler helpfully.

"Ah yes, I've heard the name once," said Reed.

"Doom, long story short, Colonel John Jameson was kidnapped by Doom, the satellites that he put into orbit accidentally got some photographic evidence of something that Doom did wrong apparently," said Fury gruffly.

"If Doom has Colonel Jameson then his life could be in danger," said Reed swiftly. "The problem is that technically going after Doom is…"

"I know, don't engage him if you can avoid it, but with Doom, that might not be a luxury you will have," said Fury roughly. "That's why Spider-Man is volunteering to help you, especially considering the fact that Doom has a bit of help in this kidnapping effort. You know the threat that the Chameleon poses."

"Yes, I do and The Fantastic Four will do everything we can to stop Doom from causing a national crisis," said Reed before he turned to Spider-Man. "And you, I don't know about this, Spider-Man…what you fight against is one thing, but Doom is one of the most dangerous men in the world and…"

"The kid's in, Richards," said Fury gruffly. "Owes me a favor after I pulled his ass out of the fire and had him patched up. Volunteered for this."

Spider-Man could not help noticing that Fury failed to mention that Doom was the personal responsible for the beating in the first place.

"Right, then if we move quickly, perhaps we can get Doom before he reaches his palace," said Reed as he moved before he operated an intercom. "Johnny, Sue, Ben, emergency, we need to move quickly, it's Doom, get dressed and meet me in the jet in five minutes, I'll fill you in on the way."

John Jameson's eyes flickered open weakly, as he looked up. The last thing he knew, he was captured and knocked out by some kind of gas. It was instant, with no time to stop him.

"Colonel Jameson, excellent, you have awakened," said Doom in a bold voice as he looked at Jameson. "Doom is displeased with your meddling."

"What are you talking about?" managed Jameson.

"Do not dare insult, Doom," said Doom. "The satellites you have installed above have been spying on Latveria. I am quite displeased with this, Colonel, Latveria is our own people, not to be subjected to the Fascist international policies of the United States of America. If you spy on Latveria, you will suffer the consequences."

"That's not the purpose of the satellites," protested Colonel Jameson. "They are to monitor space, not any countries and…"

"Silence!" yelled Doom as he pressed a button, emitting several electric shocks from the chair, causing John Jameson to yell out in pain. "Colonel John Jameson, you are to give me the codes for the satellites, so they can be dismantled and your unauthorized surveillance of Latveria be terminated."

"No, I refuse, it would be considered an act of treason and I won't betray my country," said John proudly.

"So be it," responded Doom, as he pressed the button again and once again, electrical shocks punished Jameson. "You will tell me what I need to know, one way or another. Doom always gets the information he needs."

Spider-Man thought that teaming up with the Fantastic Four would be the thrill of his life but the ride there had been silent, without any of the excitement that he hoped for. In fact, the Four seemed to believe Spider-Man to be nothing but an added burden to the mission, rather than an asset. Some hid this belief better than others but there was a definite uncomfortable feeling in the air.

"I don't like it," said Ben Grimm, alias the Thing, a man having the appearance of being made out of pure orange rocks.

"Yeah, Reed, what makes you so sure this Spider-Man guy can even handle Doom," said Johnny Storm, alias the Human Torch. "Fury forced him on us and I can't believe we have to play with this rookie."

"I can't believe I'm saying this, but I agree with the matchstick, kid's been around, what a couple of weeks," said The Thing.

"I'll have you know that I've been around a month and a week," argued Spider-Man but his complain fell on deaf ears.

"See, we've been doing this for three years and now some chump off the street just is forced on us like he's been through the same things we have," said the Human Torch hotly. "If you ask me, we can tell Fury to take his offer and shove it up his…"

"Johnny!" admonished Susan Storm-Richards, alias the Invisible Woman, sister of Johnny and wife of Reed Richards. "I admit it's rather sudden, but we should give this a chance."

"Sue's right, we're going up against not only Doom, but the Chameleon, he's a master spy and a master of many fighting styles, so we're going to need all the help we can get," said Mr. Fantastic but he looked like he would rather not have to give this a chance. "Spider-Man works with us for this mission."

Mr. Fantastic turned to the scanner, as he began to beep.

"According to the unique energy signature of Doom's ship, he's taken Colonel Jameson not to Latveria," said Mr. Fantastic which caused the rest of the group to breathe a sigh of relief. "Rather to an uncharted island, but knowing Doom, he'll have a few tricks up of sleeve. So stay sharp, all of you."

"We know the deal, Stretch," said the Thing. "The question is, does the rookie?"

"Hey, I know Doom's bad news, I read about all your battles with him," said Spider-Man.

"Nerd," coughed the Human Torch before he straightened up after a glare from his older sister.

"Brace yourself for landing and potential attack," said Mr. Fantastic but as he steadied the plane to land, he reflected on how it was technically his fault that the world had to deal with Doctor Doom. The teleporter malfunction that had given them their powers, had also severely scarred a former friend of Reed Richards, Victor Von Doom, the future ruler of Latveria. Ninety five percent of his skin was burned off from the explosion, forcing him to construct the suit of metal that he wore today. His mind, once brilliant, had been twisted into insanity and he quickly amassed a small, but loyal base of followers to overthrow the war torn country of Latveria. A year after the accident and two years ago, Reed came face to face with Doom for the first time since the accident, along with the rest of the Fantastic Four and it was a battle they barely survived.

"I tire of this insolence, Colonel Jameson," said Doom as he looked at the Colonel, who was slumped over and in severe pain. "The codes for the satellites, or the next dose of voltage will be quite lethal."

Before Jameson could respond, a small beeping sound echoed, indentifying aircraft.

"Richards," said Doom shortly before he turned to Colonel Jameson. "Count yourself lucky Colonel, you have been spared the wrath of Doom right now."

Doom turned and walked off. John Jameson was in a bad way but Doom had to put together a suitable reception for his former friend, now bitter enemy.


	6. Deception and Doom Part Two

**Chapter Six: Deception and Doom Part II**

The Fantastic Four walked forward, with Spider-Man following from a safe distance. The longer he was here, the more he felt like an awkward addition to the mission, especially considering that he never technically volunteered for it. Fury had somehow convinced him to take part. He looked up, as Mr. Fantastic looked at a scanner in his hand, before he looked at the hanger.

"Doom's plane is in that hanger," said Mr. Fantastic. "Problem is, figuring out the access code to get inside."

"One access code coming up," said the Thing as he raised his fist before he smashed open the door, causing it to fly to the ground.

" _Well, I can't argue with that, it worked," thought Spider-Man, as he followed the Fantastic Four inside the hanger._

"Remember our mission is to recover Colonel Jameson," said Invisible Woman, as she looked right at the Human Torch right as she was saying this. "That means no trouble if we can avoid it and now's not the time for throwing yourself into a situation without thinking."

"Sis, I don't always thrown myself into the situation without thinking," protested the Human Torch.

"Yeah, there might have been a time or not where you haven't, Matchstick," said the Thing but Spider-Man grew rigid. "Problem, kid?"

"My spider sense just went off, that normally means something's up," said Spider-Man quickly which caused the Human Torch to laugh like a mad man.

"Your spider sense went off?" asked the Torch with an amused look. "That is the stupidest thing I've ever heard in my…"

He was cut off when the wall exploded and several large robots moved forward, weapon systems at the ready.

"Doom bots," said Mr. Fantastic in a hopeless voice, as they turned to face their opponents.

"Yeah, I gathered about that much," responded Spider-Man dryly.

"Alright, I get to toast some robot butt!" cried the Human Torch as he raised his hands into the air. "FLAME ON!"

The Human Torch spun and threw a fire ball, but the Doom bot dodged, avoiding the assault, before it sprayed fire extinguisher exhaust at the Human Torch knocking him down. The impact caused him to flame off, as the Thing leapt before he smashed one of the Doom bots. In the air, Spider-Man webbed onto a piece of pipe, before he swung over, kicking one of the Doom bots away, causing it to crash away. The bots backed off and began to fire several laser blasts, but the Invisible Woman stood, projecting a force field, the lasers bounced back off the force field, back at the Doom bots.

A loud explosion and several of the robots were blown up, as the Human Torch was back in action. Fireballs shot from his hands, roasting the bots to bits, as Spider-Man climbed up, before he pried the back of the Doom bot and filled it with webbing. The central core of the bot began to overload because of this tactic and Spider-Man leapt down, as the bot dropped down to the ground, watching as the Thing smashed another robotic to bits.

"Not getting us closer to getting that Colonel Jameson guy," grunted the Thing, as he smashed his way through another bot, knocking it to bits. Mr. Fantastic stretched his arms forward, reaching into one of the Doom bots, pulling the back panels off before he disabled it. As the fight raged on, more of the killer robots were taken out, as Spider-Man and the Fantastic Four all stood back.

"Man, they don't make killer robots like they used to," said Spider-Man.

"No kidding, those things blew up really fast," said the Human Torch before he turned to Spider-Man with a mischievous smirk on his face. "Not half bad for a wall crawling chump."

"Not half bad yourself, Flamebrain," responded Spider-Man as he looked forward.

"Man if this is the best Doom can throw at us, he's really losing his touch," said The Human Torch. "That was so easy, we could have won this in our sleep."

"Don't get too cocky yet," said the Invisible Woman sternly.

"Agreed, Doom's not going to give up after the first line of attack," said Mr. Fantastic. "These Doom bots went down a little too easily."

"You call that easy?" asked Spider-Man. Sure, they were all in one piece but from robots built by Doctor Doom, he was expecting something a bit more challenging.

"For Doom, yes," said Mr. Fantastic. "Stay sharp."

"So where is the metal faced creep?" demanded the Thing as he looked around.

"No, need to be so cross, Mr. Grimm," stated Doom as he walked forward and looked at the Fantastic Four. "The Fantastic Four and Spider-Man as well, one would think you had enough of Doom after the results of our last encounter. But that matters little, for you now will have to face Doom's wrath."

"Yeah, yeah, Doom, we know, but I think it's time to Flame on!" shouted the Human Torch hotly as he dove forward, but the Invisible Woman's eyes widened in realization.

"Johnny wait, no, that's a…." said the Invisible Woman before she winced, watching her younger brother pass through the form of Doom and slam into the wall with a though."Hologram."

The Human Torch pulled himself up, but he blinked, as several other forms of Doctor Doom appeared, all laughing evilly.

"He's toying with us," said the Thing, as he watched the Human Torch get to his feet and groggily walked over to join the others.

"The real Doom has to be here somewhere," protested Spider-Man. "The question is where."

"Spider-Man's right, he's here," said the Invisible Woman. "The problem is to find a way to detect Doom, to separate the holograms from the real thing."

"Maybe if I can find the right frequency on my scanner," suggested Mr. Fantastic but suddenly one of the Doom's walked over and punched him right in the face, knocking him down.

"Looks like you weren't so smart after all Doom," said the Human Torch as he dove towards the Doom that attacked Mr. Fantastic but he passed through. With a thud, he landed on the ground again, before the holographic Doom turned around and punched the Torch right in the face, to knock him to the ground.

"Wait a minute, they can hurt us, but we can't fight them," said Spider-Man in an alarmed voice, as he tried to punch at one of the holographic Dooms but his fist just passed through it. "Exactly how is this fair?"

"It's not," said Mr. Fantastic grimly as he pulled himself up and moved around, stretching his arms, passing through the holograms one at a time but so far Doom had not detected. "It's Doom."

"When, I get my hands on the real you, Doom, it'll be clobbering time!" yelled the Thing, as he swung in mid air, but two of the holographic Dooms blasted energy beams from him. The Thing was knocked to the ground.

"Can't you just use that spider sense or whatever to find the real Doom?" asked the Human Torch desperately.

"Since these holograms all register as a threat, it won't work that way, it's not like it's selective," said Spider-Man shortly, as he shot his webbing through a holographic doom, before he somersaulted out of the way of an energy blast. "Mr. Fantastic, work on finding that frequency, I've got your back!"

"Right, Spider-Man," said Mr. Fantastic, as Spider-Man moved around quickly, trying to draw the fire of the Doom holograms as he watched the other members of the Four do the same.

"Come on, metal pants, you're supposed to be so bad, yet you can't bother to hit one little spider!" taunted Spider-Man, as he shot his webbing but they passed through the holographic Dooms.

"You will pay for your mockery of Doom!" shouted Doom but the problem was the voice echoed from a dozen different directions, making it hard to pin down the source.

"Cash or credit?" asked Spider-Man as he dodged another energy blast from Doom who looked incensed at Spider-Man's blatant disrespect towards him. "You don't mind if I write you a check, do you?"

"Just another moment, Spider-Man and…I have it, this frequency should destabilize the holograms and reveal the real Doom," said Mr. Fantastic as he pressed a button and vibrations created caused the Doom holograms to disappear particle by particle, leaving the real Doctor Doom standing in the shadows. "It's over, Doom!"

"On the contrary, it's only begun," responded Doom, as he sent energy blasts, causing the heroes to scatter. "None shall escape the wrath of Doom!"

The Human Torch shot a fireball right at Doom but an energy shield from Doom blocked the attack, before he pivoted, knocking the Thing out of mid air as he attempted to dive towards him.

"Spider-Man, go after Colonel Jameson, we'll keep Doom busy!" shouted Mr. Fantastic as he stretched around, dodging the energy blasts from Doom.

"Right," said Spider-Man, shooting a line of webbing and swinging through the door that Doom had come from. He had a feeling he would find John Jameson not too far away, as the battle raged on between the Fantastic Four and Doom.

John Jameson struggled, he had been tortured by Doom for longer than he cared to remember and he tried to free himself, aware that he might be fighting a losing battle. Still he had to try, because the alternative was not too pretty.

"Don't move, Colonel Jameson," said a voice and he looked up, eyes widened he surprise when he looked up to see Spider-Man drop down an action that startled the Colonel to say the least.

"Who are you?" asked John groggily.

"Someone who's here to rescue you, hang tight, I'll have you out of these ropes in a second," said Spider-Man as he walked over, as he began to untie John who looked up and eyes widened in horror when he saw something behind his savior.

"Watch out!" shouted John, just as Spider-Man was warned that there was an attack. He spun around in time to dodge a bullet shot away from him. He saw a dark haired man with a goatee standing right in front of him. A loud bang and another bullet was dodged, before Spider-Man pulled the gun from his enemy's hand.

"We meet again, Spider-Man, but I can assure you it's for the best time," said the Chameleon as he leapt up. Spider-Man avoided what was surely a deadly martial arts strike, before he blocked a punch. Another punch was blocked at Spider-Man caught the hand, before he twisted it, dropping the Chameleon to his knees. A twist of the arm and the Chameleon was hoisted up, before he was tossed to the ground. Spider-Man stepped forward, as he prepared to web his enemy up, but the Chameleon dropped a pellet to the ground. A cloud of smoke engulfed the area and Spider-Man hacked and sputtered, staggering around.

"Hang tight, Colonel, I'll be back in a flash," said Spider-Man as he gagged, before he managed to fight his way through the smoke, seeing a glimpse of the Chameleon making his way down the corridor. Quickly, he propelled himself out the door, before he walked down the hallway. Several armed guards walked forward, but Spider-Man made quick work of them. Punches and kicks sent them flying and dropped them to the ground in no time.

Spider-Man reached the end of the hallway, before he spun around a figure. He blinked when he came face to face with Peter Parker.

"No need to get all hostile, Spider-Man, I'm just a photographer, you know from the Daily Bugle," said the Chameleon in an exact imitation of Peter's voice, which quite frankly gave Spider-Man the creeps.

"Yeah there is a need," responded Spider-Man as he charged forward for the attack but the Chameleon dodged a punch. He attempted to stab Spider-Man with a dagger, but Spider-Man blocked it with his hands, before he ripped it from the Chameleon's hands, before he landed against the walls and bounced back with a somersault, before he drilled his opponent with a punch that knocked the Chameleon on his back. The Chameleon got to his feet, staggering slightly. His enemy was dropped with another punch, before Spider-Man managed to web him up. The Chameleon struggled but he could not break his way out. "Caught onto your tricks after a while Chameleon."

"How?" demanded the Chameleon.

"That's my secret," said Spider-Man before he punched the Chameleon hard to put him down for the count. The webbed up villain dropped to the ground with a thud.

The Thing hit the ground with a thud, completely trapped, as he desperately watched as Doom battled Mr. Fantastic. Invisible Woman and Human Torch had already been incapacitated.

"You've never been much of a fighter Richards, in fact, you've been weak, spineless, nothing compared to the might of Doom," said Doom as he threw a pellet. It dropped to the ground and Mr. Fantastic was immobilized instantly, frozen, unable to stretch or even move. "You may have escaped from that particular trap during our previous meeting, but it's been increased. You will regain your powers and the ability to move, but it is a shame that you won't be alive to enjoy it. Now, the Fantastic Four will fold to the might of Doom."

Spider-Man swung in with John Jameson and the Chameleon under an arm Doom prepared to deliver the finishing touches on Mr. Fantastic. Carefully putting down John and the Chameleon, he raised his arm, as the energy powered up, to deliver a lethal blow but Spider-Man took careful aim, before he webbed around Doom's arm. With a yank, he pulled the arm up and Doom was caught off guard, his energy blast blowing a large hole through the ceiling above. He turned around, right into a kick from Spider-Man.

"No one touches Doom!" bellowed Doom as he regained his footing before he went into a battal stance.

"Right, only Doom gets to do that to himself, at night, right?" asked Spider-Man cheekily but Doom just shot two yellow beams of energy. With careful dodging, Spidey avoided the attacks and they hit the walls where he once was. The impacted burned through the wall like acid but Doom was relentless, not once giving Spider-Man any room to breath.

" _Okay, mocking Doom, not really one of my better ideas," thought Spider-Man, as he shifted his positioning, before he blasted a line of webbing right towards Doom but the madman incinerated it with one blast. "Okay, not good, he's mad. And not only he's mad, but he's mad at me."_

Mr. Fantastic watched as Spider-Man did an admirable job in managing to keep a half of a step away from Doom but it was just barely a half of a step and Doom was gaining on him quickly. He felt feeling coming back into his body.

"Up, Spider-Man might be holding his own for now, but he can't hold up forever," said Mr. Fantastic as his team mates struggled to their feet.

A red blast of energy was just barely avoided when Spider-Man somersaulted to the side. He could land on his feet just soon enough to have to leap out of the way from another yellow blast of energy, that looked a bit fainter than the one's Doom threw at him previously.

" _That knock out blow that he threw at Reed earlier, it looked like it might have drained his power, if I can keep drawing his fire, I might be able to slow him down enough," said Spider-Man before he desperately dodged another attack, one that just barely missed his ear. "I hope."_

"What's the matter Doom, running low on power?" taunted Spider-Man.

"You fool, Doom never is out of power!" shouted Doom as Spider-Man was knocked on the ground. He slid out of the way of an attack, but Doom had his enemy cornered, like prey. He walked over and hammered Spider-Man in the ribs with a kick, before he raised his hands, sparks flying from them.

An energy blast went right towards Spider-Man but an invisible shield appeared right around the web slinger at the last second. Doom dodged the attack, having all too much experience of having his attacks repelled back at him by such means, but the Thing sprung up. Doom dodged out of the way and watched as the Human Torch blasted forward, sending fireballs right at Doom who blocked them with a shield effortlessly, before blasting an energy blast. The Fantastic Four scattered as Doom continued to attack but Spider-Man bounced up and kicked Doom. Doom opened his mouth.

"Yeah, I know, no one touches Doom!" shouted the Human Torch in a mock scary voice, before he sent bolts of fire right at Doom. The megalomaniac was knocked off of his feet and the Thing picked up a destroyed Doom bot, before he swung it at Doom. Doom continued to fight, but Reed stretched behind, to grab Doom and pulled him against a wooden beam. Doom struggled but Mr. Fantastic held on tightly, so that Doom strained the capabilities of his metal suit in an attempt to get free.

"Now, Spider-Man!" shouted Mr. Fantastic as Doom was trapped and Spider-Man shot several strands of webbing, to wrap Doom up against the wooden beam, with Mr. Fantastic pulling himself out of the way at the last second. Doom struggled.

"Bah, you can't do this to Doom!" thundered Doom as he struggled against his bindings.

"Actually, I think he just did metal pants," said the Human Torch. "Not too bad, web head, not too bad at all."

"I will get out of this, your puny little toys are no match for the might of Victor Von Doom!" bellowed Doom dramatically as he tried to pull himself out. He would not forget this, Spider-Man would pay for his insolence.

"Should him long enough to bring him into custody," said Spider-Man.

"Actually, kid, that's not going to happen," said the Thing.

"What?" asked Spider-Man.

"Doom's got diplomatic immunity, it would take something major to bring him in," said Mr. Fantastic.

"You mean kidnapping an American hero and subjecting him to torture is not something big!" shouted Spider-Man in a mortified voice, as he looked down at John who looked rather worse for wear and the still unconscious Chameleon.

"I'm with the web head, something has to be done to put Doom behind bars and he's gone too far this time," argued the Human Torch.

"Johnny, as much as Doom deserves to be put away, we can't, technically we're not going to be here, if it wasn't for Commander Fury pulling some strings, we would be in as much, if not more trouble than Doom," said the Invisible Woman patiently.

"Plus look at the bright side, Matchstick, Doom might be free, but his accomplice is going to get put away for a very long time," said the Thing gesturing towards the Chameleon and then he turned to Spider-Man. "I guess I was a bit unfair to you, web head, you're actually not half bad in there. A little green and a little impulsive, but at least you're not as reckless and immature as Johnny here is."

"I don't think anyone can be as reckless and immature as my little brother," said the Invisible Woman with a smile.

"Hey!" shouted the Human Torch.

"I think I speak for the rest of the team when I say it was a unique experience working with you Spider-Man and a pleasure," said Mr. Fantastic as he shook Spider-Man's hand.

"Same here," said Spider-Man.

"Now, we need to get Colonel Jameson back safely and get the Chameleon into custody," said Mr. Fantastic.

"I'll take that," said Nick Fury as he walked forward.

"How long have you been here?" demanded the Human Torch as he stared down Fury but Fury responded, his eye focused and not blinking at all.

"Long enough," said Fury shortly as he motioned for his SHIELD operatives to move forward, to capture the Chameleon. "Jameson needs medical attention, let's see if we can worry about the physical wounds first. Someone else can deal with the mental one's Doom has inflicted on them. "

Fury watched as his men carried out his orders.

"Make sure you secure the Chameleon, even when he's unconscious, I'm not taking any chances!" barked Fury as he turned to Spider-Man. "Come on, kid, I'll give you a ride home on my way back to headquarters."

J. Jonah Jameson was enraged beyond words and that was saying something. He just received the news that his son had been recovered and was in rather critical condition but he would pull through physically. Mentally, that was another matter entirely and once he heard the infamous Doctor Doom was involved, Jameson felt sickened to his stomach. He had heard stories of what that man was capable of but he doubted any did Doom justice.

When he had learned of Spider-Man's involvement in the scuffle that lead to his son being kidnapped, Jameson began to put two and two together, as only he could.

" _It just proves it, Spider-Man is a menace, he could have saved my boy, but he had to show off," thought Jameson. "The second time someone in a mask has caused me grief. Well, not again, I'll do everything in my power to make sure Spider-Man is brought to justice and the world sees him for what he truly is."_

Spider-Man, now as Peter Parker, sat in a secured area of the SHIELD transport vehicle with Nick Fury. Needless to say, Fury was not one for small talk, so the ride home was made in complete and utter silence.

"Before, I forget, I believe this is yours, Parker," said Fury gruffly, as he reached forward to hand Peter his cell phone back. "You're popular tonight kid but I figured I'd take this off your hands. You wouldn't want any distractions, especially against Doom."

"You mean like calling my aunt to tell her that I might be running a little late," said Peter putting his head in his hands. He was so in trouble right about now.

"I'd write you a note, kid, but it's out of my hands," said Fury. "That whole secret identity thing can be a real bitch, but that's your choice. Good luck in trying to explain where you were until almost one in the morning…"

"One in the morning?" gasped Peter in a horrified voice.

"Park's about as far as I go, kid, you can walk the rest of the way," said Fury gruffly as the vehicle touched down and Peter exited the SHIELD transport, legs like quicksand, wondering how he was going to explain this to Aunt May without revealing his secret identity.

" _I'm so screwed," thought Peter as he walked hope, like he was walking to death row as he continued to walk towards the door. "Maybe Aunt May's asleep, I can fake being in earlier."_

Using his key, he opened the door and came face to face with Aunt May, in a bathrobe and slippers, with arms folded and she did not look too happy.

" _Or not," thought Peter._

"Peter Benjamin Parker, where have you been young man?" demanded May angrily. "Do you have any idea how late it is?"

" _I think I'd rather go a couple more rounds with Doom," thought Peter, as he braced himself for a lecture, resigned to the fact that he would not have much of a social life for the foreseeable future._

Fury sat, the SHIELD transport vehicle arriving the temporary holding cell for interrogation. An agent walked over.

"Prisoner is still secured, Commander," said the SHIELD agent. "Permission to prepare holding cell?"

"Yes," said Fury gruffly, as he watched the SHIELD agent exit the transport before he stepped forward and pressed a button to open the door to the cell. "So thought you could pull the wool over my eyes Smerdyakov. Now, we're see what dirty operations you have your hands…"

He trailed off when he saw the secured form of the same agent he had just sent to secure the cell, tied up, eyes glazed over. Fury's knuckles clenched together when he realized what had just transpired.

"Scan the area!" shouted Fury to the other SHIELD operatives before he walked over to activate the radio on the vehicle. "Listen up, this is Fury, no one is to leave or enter, we have a prisoner who has escaped custody. Be on alert, he is extremely dangerous. Lethal force is authorized."

" _Grounded, for the next two weeks, I can't be out past seven and that's only if I'm working for Jameson," thought Peter._

"And where were you last night, Peter?" asked Gwen as she walked up looking relieved that nothing happened to Peter, but at the same time annoyed that he did not answer his phone. "I called you almost every hour until about midnight and you didn't answer."

"Sorry about that Gwen," said Peter. "I got a bit tied up in work."

Gwen narrowed her eyes.

"Look Gwen, I already got in trouble about it with Aunt May," said Peter. "Don't think I've been punished enough?"

"Sorry Peter, as your girlfriend, it's my duty to give you a hard time about these things," said Gwen. "It's in the manual."

"There's a manual?" asked Peter in an astonished tone of voice but Gwen just laughed.

"No, not really, unfortunately for you I guess," said Gwen. "I'm sure there's a story behind what happened last night."

"There is, but you won't like it," said Peter seriously.

"All the more reason for you to tell me what happened later," said Gwen as Harry walked up.

"Hey, Pete, Gwen," said Harry in a slightly cheerful voice. "See Gwen, Pete's here, in one piece, nothing sinister happened. I swear, you worry too much."

" _If you only know the reason I'm worried," thought Gwen._

"You seem in a rather cheerful mood today," said Peter.

"No more tutors," said Harry.

"So your father was pleased with your grades," said Gwen.

"No, not really, he said I was hopeless and he could be better spending his money elsewhere," said Harry.

"That couldn't have been costing all that much," said Peter. "I mean your dad seems like the type who could lose a couple hundred million dollars and not even break a sweat."

"Pete, don't try and figure my father out, you're life will be much less stressful," said Harry. "But as long as I keep my grades at an acceptable level, I doubt dad will care much about anything. He's losing interest in it, although he's still asking questions about you, Pete."

"Lovely," said Gwen coolly.

"Yeah, Harry, you get your social life back about the same time I lose mine," said Peter and Harry raised an eyebrow at this. "Aunt May grounded me, because I was out until one in the morning."

"One in the morning, that's coming in a bit late even for you," said Harry. "Let me guess, Spidey had to pull a late night and you just had to get pictures, right?"

"Something like that," said Peter as he turned. "And I didn't come up with anything that I could give Jameson either."

"Man, grounded and no money, that has to suck," said Harry.

"Indeed," said Peter.

"I have the blueprints you have requested," said the Chameleon as he slid them forward into the arms of his employer.

"Excellent work, my boss will be pleased," said a grey haired man wearing glasses before he slid a briefcase towards the Chameleon. "We will be in touch if we need your services again."

The Chameleon nodded and walked off with his payment as the grey haired man pulled out a phone and dialed a number.

"Quentin, it's me, Phineas," said the grey haired man. "The job went off without a hitch. The blueprints detailing the layout for every major tech company in the city is here. Oscorp, Tricorp, Stark Enterprises, all here and more."

"Excellent Phineas, now I can put my plan into motion," said the voice of Quentin Beck calmly before he added in a more boisterous and over the top tone of voice. "The world may have brushed aside Quentin Beck, calling his methods outdated and uninspired but they were nothing but fools. The world will soon marvel at the magnificent mysticism of Mysterio!"


	7. Make Way For Mysterio Part One

**Chapter 7: Make Way for Mysterio Part I:**

"One of the chief inventions of Oscorp has been our state of the art security systems," said Norman Osborn as he spoke with members of the press. "Our security system has been used by many buildings owned by the United States government but Oscorp will continue to strive for the safety of the citizens of both this city and the entire nation. We are confident that our new portable security system will be a valuable asset for any home. At Oscorp, we strive to make this new portable model a balance between being affective and affordable. We aim to have this device in stores by the Christmas season, perhaps earlier. It is always a work in progress and with electronics there are always issues that need to be worked out."

Peter stood and watched, camera at the ready, as he stood right beside Harry, who looked bored out of his mind at his father's tour of Oscorp and Ned Leeds, a reporter of the Daily Report who had been sent with Peter by Jameson for this assignment. Not to mention several other reporters and photographers who moved around for a chance to get a peak inside Oscorp, as Norman Osborn rarely granted the press any access.

"And here is another prized invention of mine, the Oscorp Tech Flight Glider," continued Norman. "An invention that I spent years working on with my own two hands, patented Oscorp technology that will be a boon to science and humanity. While very few private applications can be utilized, there are many ways where it could serve us and I am proud to reveal this groundbreaking technology for the very first time."

Peter focused his camera as Norman pointed out some of the tech flight gear. It looked rather bland to the normal eye, but Peter was certain that the scientific potential was intriguing never the less. He looked over as Norman walked over.

"Here is our research and development lab, where most of the magic happens with Oscorp, but I'm afraid press access is restricted due to the dangerous equipment in there," said Norman. "We wouldn't want any accidents to happen that could be fatal."

"Yeah, you wouldn't," muttered Harry to himself, which only Peter heard and he was curious at the amount of sarcasm in Harry's voice.

"Mr. Osborn," said one of the members of the press. "What do you have to say to the allegations that you are using your technology as a front to create dangerous weapons to sell to the criminal underworld in New York?"

"Whoever started that rumor is a fountain of misinformation," said Norman calmly, without missing a beat or even breaking a sweat. "I do admit that weapons development has been something that I have been involved in the past, but I assure you that it was fully in collaboration with the United States government. Norman Osborn would never align himself with the criminal elements plaguing this city."

"What about the rumored unauthorized disposal of dangerous chemicals?" asked another reporter.

"Purely fiction once again," said Norman. "The opportunity to clear this matter up is welcomed but remember, there are those who will slander the good name of Oscorp for their own petty gain. They don't value the consumer as much Oscorp and Norman Osborn does, rather there own bank accounts. Money is rarely an object for me, as you can see by the photos in my office and newspaper clippings detailing donations to orphanages and various charities. The city has given me an opportunity and thus I have paid it back in full by helping those less fortunate."

" _Pouring it on a little thick, eh, Norm?" thought Peter but he hid his amusement at the look on Harry's face. His friend appeared physically ill at how his father was acting but a look from Norman has stopped the antics of his son. "Oh, well, I got some pictures for Jameson and for once, I didn't have to risk my neck to get them. All in a day's work I guess._

A loud bang echoed throughout the hallway and a cloud of green smoke appeared, with loud, echoing laughter following. The smoke began to clear as a figure wearing green with a purple cape and gloves appeared. As the smoke cleared a bit better, the man wore a glass helmet over his head that obstructed his identity.

"Bow before me mortals, for I am Mysterio!" bellowed Mysterio in a voice that echoed throughout the hallway. "For too long humanity has its minds softened by the mighty pull of technology, unable to determine the difference between fantasy and reality, but now, I, Mysterio shall begin to show the error of this foolish way of thinking!"

" _Time to make a change," thought Peter desperately but he came to his senses, security guards and members of the press were all around, with the nearest exit blocked. "Or not, I have to keep an eye on this joker, since what he's up to."_

"Get him!" shouted Norman to his security force who held their guns but Mysterio just responded with a loud round of laughter.

"Fools, you can't match up to the power of Mysterio!" bellowed Mysterio in a thunder voice and suddenly the weapons were ripped from their hands before they crumbled into dust. The security guards tried a physical attack, but they struck an invisible force, knocked down to the ground, before Mysterio dropped down, his eyes on a particular expensive piece of technology. "None can challenge the utter might of Mysterio and the spoils of today belong to me!"

Mysterio raised his hand and a flash of light appeared. Peter stood, surprised as the technology and Mysterio having vanished, his camera inadvertently have gone off taking a picture. It did no good as both Mysterio and the technology had vanished and one Norman Osborn was not too happy.

"Menken, call the police, tell them there was a theft," ordered Norman swiftly but the question on his mind was exactly how this Mysterio had managed to breach the Oscorp security. It was air tight with no flaws, he had a group of experts in stealth attempt to break through and they did not get through.

Norman turned to the members of the press.

"All of you will leave right now, given the events of this day a full investigation needs to be taken and the members of the press will not be required," said Norman coldly, as the press was escorted away. Peter stepped back quickly.

" _Perhaps Spider-Man could find a trace of Mysterio somewhere," thought Peter._

"Harry, return home, immediately," said Norman swiftly and Harry just shrugged, before he turned.

"I wonder how that Mysterio pulled that disappearing trick," said Harry in a low voice to Peter. "I mean, people just don't disappear into mid air, unless he really is a magician."

"That's all done with smoke and mirrors, but it did seem pretty sudden and whatever trickery he used wasn't obvious," said Peter, screwing his eyes up in thought. "I need to get these photos back to the Bugle, Jameson's going to want them, especially after news hit that Oscorp got hit."

"Right, catch you later, Pete," said Harry, as he had to admit that the robbery of Mysterio was the most exciting thing to happen during one of his mandatory trips to Oscorp ever, but the all too unpleasant realization that this would set his father on the war path reached its ugly head.

"LEEDS!" bellowed Jameson which caused the reporter to step back in slight intimidation. He had been working at the Bugle for a couple of years but it seemed like J. Jonah Jameson was a person that one did not get used to. "What do you mean the thief just disappeared with the technology?"

"That's just what I mean, boss, he was some kind of sorcerer or magician or I don't know," protested Ned as he tried to wrap his head around the situation. It sounded ridiculous he would have to admit, but he knew what he saw and what he was a disappearing act. "He was calling himself Mysterio…"

"Mysterio?" asked Jameson incuriously and Ned responded with a meek nod. "MYSTERIO? What kind of nutcase calls himself that? And this utter tabloid fantasy about disappearing tech, if you ask me, you need your head examined Leeds."

"There were witnesses, Mr. Jameson," protested Ned.

"Calm down Jonah, I'm sure there is a logical explanation for all of this," said Robbie. "When Peter gets here with the photos, I'm sure that…"

"Speaker of which where is Parker, he should have been here twelve seconds ago!" bellowed Jameson, red in the face.

"Right here, Mr. Jameson, sir," said Peter as he walked over, with his newly developed photos and he held them looking at him. "From the press conference today and even…a couple of Mysterio stealing the tech from Oscorp?"

"What?" asked Ned. "That's impossible, we were both there, we saw both the tech and Mysterio vanish into thin air."

"Especially since these photos were taken after Mysterio and the tech vanished," said Peter but Jonah took the photos, as he looked them over. "Both Mysterio and the tech disappeared so how…"

"Both of your are hallucinating as far as I'm concerned, right here, plain as day, in black and white, well actually in color but that's beside the point, is that Mysterio whack job stealing the technology," said Jameson as he pointed to the photos. "I don't know where either of you get that the technology just disappeared. Technology simply doesn't disappear, it gets stolen! Now we run this photo, along with Leeds' story, after cleaning it up a little bit to remove the rubbish about a disappearing magician and technology, and put in Parker's photo in it. Fifty dollars by the way, would have been more had you got the entire villain in the picture."

" _Don't suppose that I better tell the Jolly One that I accidentally got that photo," thought Peter. "But I wonder what happened, I mean everyone saw the technology and Mysterio disappear as clear as day…"_

"Peter, you were there, I saw it disappear and so did you," protested Ned.

"I know, it did and I saw it but you know how Mr. Jameson gets when he has his mind made up about something," said Peter, bitterly thinking about Spider-Man. "Just got to roll with the punches I suppose."

" _Maybe Spider-Man could find out what game Mysterio's playing or he would if he was not grounded for another week," thought Peter. "Wish I would have been able to slip a tracking device on him or something, but let's face it, I don't have that kind of money. The perils of being a teenage super hero living with his aunt and working on a shoestring budget I guess. Oh well, better get home, don't want to worry Aunt May."_

"Peter are you okay?" asked Aunt May. "I heard what happened at Oscorp…some awful man named Mystery or something…"

"Mysterio, Aunt May," said Peter. "He popped in and stole some technology, disappeared into thin air, it sounds silly but that's what I saw."

"I swear, there are some strange people in New York sometimes," remarked Aunt May and Peter nodded, he could attest to that. "I was worried when you didn't come straight home, I thought something had happened…"

"I just had to drop some photos off at the Bugle, that sort of thing," replied Peter. "After what happened the other night, I got back as soon as I could."

"I want to talk about that night, Peter," said Aunt May. "I know you can get tied up in your work, but there is no excuse for being out at one o'clock at night. Especially on a school night and you had me worried sick."

"It won't happen again, Aunt May, I swear," said Peter.

"I know it won't Peter, you're normally a good boy and after what happened to Ben…." stated May before she trailed off. "Not a day goes by where I don't think about him..."

"I know exactly how you feel, Aunt May," said Peter.

"Still, I can't help but wonder, you've been a bit off since Ben died and you're going through a tough time, as am I admit," said May as she looked at her nephew seriously. "The help is appreciated Peter, the money from the Bugle but we have to have a serious discussion about that arrangement."

"About what?" asked Peter.

"You aren't keeping any of the money for yourself, young man," said May sternly.

"Aunt May, I have to take care of you," protested Peter.

"I'm under the impression that it's the other way around Peter, considering that I'm the adult here," said May firmly. "The help while appreciated doesn't have to be all from you. I'm looking for a part time job so I can take some of the burden off of you Peter."

"It's no burden at all Aunt May," said Peter.

"It is when you work that Jameson man and have to put up with his attitude and then give all the money to me," said May. "Either you promise to take every other paycheck for yourself or I won't accept any more help from you at all."

"Are you sure Aunt May?" asked Peter. "About working…"

"Peter, I'm not frail, I can work," said May with a laugh before she grew serious. "Most children your age would not help out and that would be something that I can't accept if you were like that but you're not. Rather you're at the other extreme, you help out too much. So do we understand each other, Peter?"

"Yes, Aunt May," said Peter.

"Lovely," said May. "And in another week, you can stay out until nine on school nights and ten on weekends, but no later, unless it's an absolute emergency and you call first."

"That's more than fair Aunt May," said Peter, who was not going to plan any late night trips to Latveria, not if he could help it anyway.

"Dispose of this tech, it is of little use to me, if you can find a buyer on the black market, then fine, but other wise get rid if it," said Quentin Beck as removed his helmet before he sat down right at a table, with blue prints scattered about it, in his hideout.

"Why go to the trouble of stealing all this tech if we ain't gonna use it?" asked a young man by the name of Flint Marko.

"Because, Marko, it is all about misdirection, the news media and the police are too preoccupied with the rash of thefts at high profile tech companies and their attention would be diverted from the theft of chemicals from much lower profile companies," said Beck as if this was simple and Marko was a fool for asking. "By the time the police deduce the secrets behind my cinematic production of crime, it will be much too late for them to stop me."

"Boss, what about Spider-Man?" asked another thug.

"What about Spider-Man?" asked Beck matching his tone. "Nothing but some weak minded fool in a cheaply made Halloween costume. His mind could not deduce the subtle and complex layers of the plans of Mysterio! Still should that web slinging fool dare interfere with my production, I have a special surprise lined up for Spider-Man, one that will permanently eliminate the wall crawler for good. My production will go on as I begin to shift to the next phase of my plan, one more vital component and then the plan can move into post production!"

"What do you have planned, boss?" asked one of the thugs.

"The term Crime of the Century is thrown around too loosely in this day and age, but this plan is truly that, the Crime of the Century!" shouted Beck "Now, leave me, I have a few minor edits to make to my production, before the next phase can occur tomorrow."

"And you know what that Mysterio guy stole?" asked Harry to Peter and Gwen the next morning. "A cooling unit used to keep the computer systems at Oscorp for overloading."

"That doesn't make any sense, I mean unless you have a lot of computers, what use could something like that have?' asked Peter as this entire Mysterio mess was getting stranger by the moment.

"Maybe, if that was the only thing stolen," said Gwen skeptically.

"Trust me Gwen, nothing else was stolen," said Harry. "Dad's not broken up about what was stolen but the fact that something was stolen. Oscorp security is state of the art and he doesn't like it when someone tries to steal something even if he's willing to steal other people's ideas but…that's another story for another time. The point is I don't even think Spider-Man could stop Mysterio."

"Maybe, maybe not," muttered Peter to himself as the three separated to go to their respective classes. Peter looked at the Daily Bugle clippings that he gotten, detailing many recent tech robberies within the last week and a map of the city. He had a hunch and if that hunch was correct, then he could trap Mysterio at the scene of his next crime. Gwen followed Peter into the classroom, a few minutes before the next class, very few people had gotten there yet and even the teacher had not arrived. As he took a pen, he marked the tech companies hit in the order they were hit. "Just as I suspected…"

"What?" asked Gwen but her eyes widened. "He's going in a linear order, I can't believe no one caught onto it yet."

"Judging by this, TriCorp is next and it's the only major company in the city that hasn't been hit," said Peter as he looked at the map, with wide eyes. "It's almost like he's leaving a trail of bread crumbs…"

"To lead Spider-Man into a trap," concluded Gwen but she remained silent, not able to say much more as the class room began to fill up.

" _Well Mysterio, you're the one who's going to be trapped, because Spider-Man is going to stake out TriCorp first thing after school today," thought Peter. "You won't be able to pull that disappearing act twice, this time I'll be able to tie a web line to you and go along for the ride."_

TriCorp was buzzing with activity but what was a normal work day turned into something much less, when a loud bang echoed and smoke filled the room. When the smoke cleared, Mysterio appeared and cackled like a mad man as he looked around, before he raised his hands and knocked the security off balance.

"Yet another company peddling mindless technology, but never fear, your savior is here!" bellowed Mysterio in a force that echoed throughout the entire building. "Marvel at the mysticism of Mysterio and know that you can't stop the waves of the change that are coming for all of this mindless technology will fall by the wayside and be useless because of the production of Mysterio!"

"So, you're this Mysterio I've heard so much about," said Spider-Man as he lowered himself down to face the criminal. "You sound like you have a big head. I wonder how that fishbowl on your head contains it."

"Bah, Spider-Man, you have met your match in Mysterio!" bellowed Mysterio loudly as he raised his hands.

"We'll see about that," responded Spider-Man as he leapt forward, but a loud bang and Mysterio disappeared. Spider-Man dropped down to the ground but suddenly his spider sense went into overdrive and he turned around, right in time to see a set of playing cards being flung at him. "Card tricks, Mysterio? Isn't that a bit amateur for someone like you?"

"Not just any card tricks, observe," responded Mysterio as he snapped his fingers and the cards burst into flames. Spider-Man shot a line of webbing, to pull himself out of the way before the cards attacked him, before he swung over. Mysterio waved his hand and the webbing dissolved in a flash, which caused Spider-Man to land on the ground with a thud and he pulled himself up but Mysterio glided over effortlessly before he landed on his feet as he dodged another attempt to web him up before Spider-Man was knocked right off of his feet. "Give it a bit of time and effort Spider-Man and you may yet pose a challenge but right now, you are hopelessly and utterly outclassed. Until we meet again Spider-Man and rest assure you will as you have not seen the last of Mysterio!"

The smoke appeared and Spider-Man raised his hand, in an attempt to web Mysterio but only small strands of webbing shot out, signaling that cartridge had been completely drained.

" _Of all the times to be out of webbing," thought Spider-Man moodily as he watched the smoke clear, with no Mysterio._

"He stole some valuable communications equipment and you let him get away!" shouted an important looking man angrily. "And you're supposed to be the hero!"

"Look, nothing I could do could touch that guy," protested Spider-Man but the suited man did not want to hear it. Retrieving his camera, Spider-Man rushed out, as the sirens blared. He could not help but feel responsible, a miscalculation on the amount of webbing he needed had caused Mysterio to slip away. He was at this for about a month and a half anyway, pretty much a rookie and prone to those mistakes but still the guilt ate him up as Mysterio was out large, without a clue of what the man's plans were.

"It happened again, Gwen," said Spider-Man as he swung across the city talking on his phone. "I saw Mysterio disappear before his hands was even put on the tech and yet pictures, clear as day, it shows Mysterio stealing them."

"Dad's stressed out as well, because quite frankly what Mysterio's doing doesn't make sense, some of the technology stolen might be useful, but other technology, what can Mysterio do with it?" asked Gwen. "You're not going to rest until you figure this out, right Peter?"

"Unfortunately, I can't but this plan, it makes no sense…unless it was done by design," said Spider-Man as the pieces began to click together in his head.

"You mean the trail he left was deliberately false to distract you from the real crime, whatever that is," said Gwen.

"Exactly," said Spider-Man. "Mysterio's all about trickery, but the problem is trying to figure out the double meaning of his plan. Of course, if he has henchmen to carry out other thefts subtly while he conducts his elaborate crime wave, then this is going to be trickier than I thought."

"What now then?" asked Gwen.

"Got another hour and a half before I'm going have to go home, so I'm going to check in with Oscorp, security cameras in the hallway, maybe they caught something," said Spider-Man. "Talk to you tomorrow at school."

"Good bye, Peter and good luck," said Gwen as the phone went silent on the other end and Spider-Man put it away, before he swung through an open window at Oscorp and quickly walked down the hallway. He saw a room that was marked, "security".

" _Has to be the place," thought Spider-Man as he moved forward and spotted Norman Osborn sitting at a chair, in front of a monitor._

"Do you regularly make a habit of barging into businesses uninvited Spider-Man?" asked Norman without even looking up.

"Mysterio, I've been after him and I've found…" started Spider-Man before Norman had cut him off.

"That while the eyes see one thing, photographic evidence speaks differently," said Norman. "Yes, I gathered that much when I saw young Mr. Parker's photo in the paper, it appears that the gas we thought we saw Mysterio use to disappear was really a mild Hallucinogen substance that tricked our minds into thinking that he vanished. When he reality, he was actually here the entire time and after taking a look at the video to analyze the color and the composition of the gas, it was a non lethal variation that wore off shortly after Mysterio left."

"It makes perfect sense now," responded Spider-Man as he mentally slapped himself.

"Quite," replied Norman as he looked at the screen. "All that technology within his grasp and he stole equipment that had very little use outside of Oscorp. Very peculiar."

"Maybe if I take a look at the camera footage, I can pick out a detail that might clue me into what Mysterio is really up to," said Spider-Man.

"Not without a warrant, Spider-Man," responded Norman crisply. "The security camera footage at Oscorp is extremely confidential but I can assure you that should I locate any evidence, it will be given to the proper authorities. Now run along, I'm sure you have some petty thieves to web up or something of that nature. I would highly recommend you leave such a delicate matter to the authorities and not try to play hero, as Mysterio seems to be a bit out of your league."

" _The nerve of that guy, sometimes," thought Spider-Man but he had to admit there was no way for him to take a look at the security footage, short of stealing it and that would make me the criminal."_

"Dismissed Spider-Man and next time, do use the front entrance like everyone else or I will be forced to call the authorities," said Norman as he watched Spider-Man swing off, before he turned back to his work. He was looking at Mysterio shortly but he also had just finished removing several incriminating bits of footage involving less than ethical experiments that he conducted behind the cover of his legitimate work. Norman looked to the side, before he spotted that Spider-Man had gone.

With a shift smirk, he watched over, a miniature statue that resembled a goblin. It was hardly visible unless one had a keen eye for spotting such things but he pulled it back. A switch was activated, to slide the door open. Norman casually stepped inside and the wall slid shut right behind him. With a calm expression he stepped forward to the test tubes, where a green substance bubbled. Norman removed one of the tubes, with a triumphant expression before he walked over towards a computer.

"Begin analyzing modified formula 7-15-2-12-9-14," ordered Norman to the computer before he watched and took several notes. The simulation showed that the formula as composed now would boost the endurance of the subject by several times normal capabilities and allow for immunity against different types of diseases. It still offered small addictive properties but a strong mind and could fight those. "Acceptable for now but it still needs work. More tests and a couple of modifications, let's see how far I can extend the capabilities of the formulas."

Norman stepped back to run some more tests. A bit more research and then there was a matter of discreetly finding test subjects to further test the long term effects.

Gwen and Peter walked down the hallways and immediately were bombarded by the loud boisterous squeals of several excited girls. The cried were quite ear splitting to say the least.

"Any idea why they're acting like a bunch of overly obsessed fans at an Allison Blaire concert?" asked Gwen over the loud cries but Peter just shrugged his shoulders.

"Oh some kind of spring dance," said Harry as he shrugged his shoulders. "You would think this was the first time that there was a dance at a high school or something like that but you know how girls are."

"I beg your pardon," said Gwen with a slight glare at Harry.

"Not you Gwen, you're actually sane, but I mean in general," said Harry hastily.

"Thanks Harry," replied Gwen before she added on hastily. "I think."

"So, Gwen, do you want to go?" asked Peter.

"Sure, why, not it sounds like fun," replied Gwen. "Provided you don't get tied up with your work."

"Ah, Gwen, I'm sure Jameson would make an exception to leave Pete alone for one night," said Harry before he added. "Wouldn't he?"

"No," answered Peter and Gwen swiftly in unison but suddenly they heard that Flash Thompson and Liz Allan were arguing yet again about something.

"And what makes you think I would even go to the dance with you Flash, especially after the way you've been acting?" asked Liz.

"And what's wrong with the way I've been acting?" asked Flash.

"Let me think, you're still acting like a two year old when something doesn't go your way," said Liz.

"I don't act like a two year old!" snapped Flash stomping his feet.

"See you're doing it right now," said Liz. "And throwing a fit every time someone says something bad about Spider-Man. Sure, Spider-Man's helped a lot of people but you don't have to worship him like a god."

"I don't worship Spidey like he's a god," argued Flash. "But you got to admit that he's cool. I mean he just saved a flaming bus full of orphans."

"He did?" asked Peter, who could not help speaking up. This was the first he's ever heard of it.

"Well no, but if there was a flaming bus and there were orphans on it, you can bet your chemistry set that Spidey would be on the scene, Parker," said Flash as he turned to Peter. "You take pictures of the guy, you know what a hero he is. He's not a spineless skinny geek like you."

"Hey, Flash, that was out of line," said Harry before he paused. "Pete's not spineless."

Liz giggled at this remark and gave Harry a brief smile but quickly regained her composure.

"No one asked you to talk, Osbrat," responded Flash roughly, not missing his girlfriend's obvious amusement. "We know the only reason Parker keeps you around is because you make him look less pathetic. After all, it must suck being a complete and utter disappointment to your father. In fact, raising you're the only thing

"Flash, that was way out of line!" shouted Gwen, as Harry recoiled but he balled his fists up and Liz put her hand to her mouth, in horror.

"Yeah, Flash, I never thought you could go so low," said Peter in a slightly disgusted voice.

"It's the truth," said Flash as Harry was shaking with anger. "Did Mommy run off too when saw how pathetic you were?"

Harry could take no more and attempted to take a swing at Flash but Flash held him back, before he knocked him to the ground with a punch.

"Flash Thompson!" shouted Liz. "Of all the stupid, childish things, this is the worst. It's one thing when you make fun of Peter and Gwen for being actually interested in their schoolwork but first you bait someone and physically assault them."

" _Peter and Gwen?" thought Gwen in a confused voice. "What happened to the blonde haired loser and her pet nerd?"_

"Oh come Liz, you don't like those two either," argued Flash.

"Flash, unlike some people I've grown up," said Liz as she looked at Harry, who was leaned against the lockers. "You could have seriously injured Harry, in fact you did seriously injure him and after you made those childish remarks."

"And for your information, Harry's mother died shortly after he was born, you lout!" snapped Gwen angrily and Flash suddenly looked a bit awkward. Even he realized he might have gone a step too far in his taunting, crossing the line.

"I didn't think," said Flash.

"The problem is Flash, you never think," said Liz with her arms folded. "We're through, this time I mean it, I thought you would change, but I guess I was stupid to think that an immature jock like you could ever grow."

"Liz, I'm sorry," begged Flash. "Please give me another chance."

"You're out of chances and besides, I'm not the one you should be apologizing to," said Liz as she inclined her head towards Harry.

"Liz, you know what, I've had it, we're through!" shouted Flash when he saw that a crowd had accumulated. "You've tried to run my life, but I'm Flash Thompson, star Quarterback at Midtown High, I can get any girl I want. I don't need you to boss me around anymore, Liz!"

Flash turned and walked trying to remain cool, being surrounded by his football buddies and several admiring girls, who were trying to walk over each other to get with Flash, as Liz just looked down the hallway, before she turned around.

"Are you okay?" asked Liz to Harry.

"Fine," said Harry but he staggered forward, dizzied slightly where Peter moved in to catch him.

"Easy there, Harry, you took quite a hit," said Peter.

"It's just a black eye, Pete, I'll be fine," said Harry a forced manner.

"Be careful Harry, you could have a concussion," cautioned Gwen.

"Those aren't something to mess around with, Flash got a couple, he had to be careful for a while," added Liz.

"I'm fine, thanks for your concerns, but just fine, just need to walk it off," said Harry as he put his hand on his eye, where there was swelling. "See you all later, I guess."

The warning bell rang, with Harry wincing slightly at the loud sound and Liz was alone with Peter and Gwen.

"Right, I better get going as well," said Liz awkwardly, she felt guilty at enabling Flash's behavior and in some cases, participating in the activity."

"Excuse me," said a voice which caused Peter and Gwen to turn around, to see a young man in his late twenties or early thirties. The most noticeable thing about the man was that his right arm was missing. "I'm the substitute Biology teacher and I'm lost, I was wondering if any of you two could point me in the right direction towards the Science hallway?"

"It's on the second floor, turn right from that stairway over there," said Peter and the teacher nodded.

"Thanks, I appreciate the help," said the teacher.

"No problem Mr…" said Peter.

"Dr Curt Connors," supplied the teacher.

"I've read about your work," said Gwen in an excited manner. "Your theories about using reptilian DNA to grow lost limbs are very fascinating."

"Yeah, Dr. Connors, you're a legend among geeks like us," said Peter which caused Gwen to playfully elbow him.

"Well I don't know about that, but my research is fascinating and something rather close to home, as you can see," said Connors, gesturing to his missing arm. "Still, a couple months off as a fill in, with my predecessor on a leave of absence, it's a welcome change of scenery. As much as I love my work in the lab in Florida, I'm looking forward to interacting with some potentially bright young minds."

"I hope you find what you're looking for Dr. Connors," stated Peter.

"Guess I better run, I wouldn't be late for my first class," said Dr. Connors with a bit of a chuckle.

Spider-Man swung around the city, as he looked from side to side but he paused, his spider sense went into overdrive right as an alarm at an electronics store did. He swung down, as a loud and quite familiar voice thundered for all to hear.

"These foolish electronics speak poorly of the quality of life you live!" bellowed Mysterio. "They are nothing but cheap and it requires little imagination to utilize them yet you would be lost without them."

Mysterio's monologue was cut off when Spider-Man swung forward and caught him with a kick that staggered him back a couple of steps.

"Ah, Spider-Man, we meet again and I do admit you caught me slightly off guard, but that won't happen again!" bellowed Mysterio as he spread his cape, before several flaming spikes shot out. Spider-Man prepared to duck them, but once one passed through a nearby television set, he realized what was up.

"None of your tricks will work on me, Mysterio, not this time," said Spider-Man.

"We'll see, Spider-Man, have a taste of this!" cried Mysterio in a boisterous manner and a blast of fire shot towards Spider-Man. At, first this appeared to be another hologram but the growing heat and the spider sense told a different story. The fire landed on the ground as Spider-Man attempted to wrap up Mysterio with a strand of webbing but the criminal propelled himself off the ground. Spider-Man's webbing wrapped around the air and Mysterio dropped down. "The game has been fun Spider-Man, but the fact remains that the battle belongs to Mysterio!"

Mysterio raised his hand and a blue cloud of smoke exploded right in Spider-Man's face. The web slinger was caught off guard but he stood there, with Mysterio still in front of him.

"I think the fishbowl's on too tight, Mysterio, because that didn't do anything," said Spider-Man as he wrapped several strands of webbing around the criminal as he held his hands triumphantly in the air, but loud laughter echoed before Mysterio vanished into a puff of smoke. "Oh c'mon I…"

Spider-Man stopped, suddenly he felt rather flush and sweaty. He turned around slightly as he looked with a start as he saw the last person on earth he wanted to see at this time. Uncle Ben's murderer stood right in front of him, with a taunting smile.

"Hey, kid, looks like I got away with it after all, I'm out of jail, so what are you going to do about it?" taunted the burglar. "Yeah, might have pulled the trigger on that gun but it was your fault your uncle died, because you were irresponsible and heartless, you only thought about yourself."

"I made a mistake last time, letting you go, I won't do the same thing again!" slurred Spider-Man as he staggered around, deliriously as he listened to the taunts of his uncle's murderer. "This time, you're going to pay!"

Spider-Man swung his fist back but his vision splintered slightly and through great strain, he saw the surprised and fearful face of Captain George Stacy flicker but it was through a haze as his head felt like it was splitting. The image flashed to the taunting form of the burglar.

"Spider-Man, stop, it's me!" shouted George with a look of horror but while Spider-Man was able to pull back most of the power from the punch, he was unable to block it completely as he caught the Captain Stacy right in the chest, knocking the wind completely out of him. His vision focused enough to see a slightly pained expression on the face of Gwen's father before his head started to feel like it was splitting but despite that, panic started to set in.

" _No, what have I done?" thought Spider-Man as he tried to sort his thoughts out despite his head feeling like it was on fire. "What have I done, I attacked…no this can't be happening, I see him everywhere, got to pull yourself together Pete, don't lose focus, don't want to hurt anyone, got to get out of here, get home somehow, don't look at anyone!"_


	8. Make Way for Mysterio Part Two

**Chapter 8: Make Way for Mysterio Part II:**

After he nearly stumbled on his face, Spider-Man shot a line of webbing right and shakily, barely able to steady himself, he swung out the door, trying to block out the taunts and that face. He struggled, as reality was slowly crumbling from itself and he saw Uncle Ben's murderer everywhere he looked. He nearly swung into a building after closing his eyes to block out the horrible, taunting visions in his head. Not to mention the horror that he suffered, when he realized he could have injured something. As he swung away, with his word garbled, a wonder that he could get this for, Peter wondered if he could ever face Gwen again.

"You've looked like you've had a rough day, son," commented Norman lightly as he surveyed his son's black eye. "Nasty shiner you got there, mind telling your father exactly what happened?"

"I accidentally hit myself in the face with my locker," lied Harry.

"Come on now Harry, even I know you're not that stupid," responded Norman with a raised eyebrow. "You got in a fight, didn't you?"

"Yes, with Flash Thompson, he said things that I didn't like and I took a swing at him and he swung back, hard and into my face," said Harry trying to remain calm but it was difficult to do so in the face of Norman Osborn.

"Things?" asked Norman in a disapproving manner towards his son. "So not only did you get in a fight with this Thompson boy, but you lost. No doubt over some trivial reason."

"He said about how I'm a disappointment and he brought Mom into it…" started Harry but Norman rose to his feet, staring his son in the face angrily.

"Do not bring her into the conversation," said Norman in a cold, angry, voice. "She died shortly after she had you, so there is no reason for you to bring you up."

"So, I suppose you think that she died because of me," said Harry.

"Having a guilty conscience is not becoming of you son," responded Norman harshly. "Just like getting into fights and losing. The number one rule that you will need to know to survive in this world is only pick fights where you are either certain that you can win or at least in the long run, your adversary comes out worse in the end. Otherwise, you will be eaten alive in this world."

Harry sat silently. It was best for his father's criticism to bounce off of him, even though he was beginning to grow rather tired of hearing it.

"I do wonder why I even bother giving you the benefit of my wisdom sometimes Harry, it's quite obvious that your mind is too simple to comprehend most of what I'm saying," said Norman as he looked at his watch and walked off without another word to his son.

" _Maybe when I tried to take a swing at Flash, maybe I imagined going after you, Dad," thought Harry bitterly, as he watched his father leave, fingering the steak knife between his fingers._

"Dad, what happened!" exclaimed Gwen in a horrified tone as she watched as her father walked in and she stepped over, to help him. He was badly beaten, clutching his chest as it pained him to breath but somehow he managed.

"I can manage Gwen," said George as he just barely slumped down in an arm chair. His ribs were sore and he was in a fair amount of pain. He was glad that Spider-Man was able to pull back, he would hate to imagine the kind of condition he would be in if the hero had swung at him full force. "Please be a dear and get me some ice."

"Sure thing," said Gwen quickly as she grabbed an ice pack before she moved over to the freezer to fill in. "So you never did tell me what happened."

"Spider-Man happened Gwen, he caught me good in the ribs," said George which caused Gwen to drop the ice bag in surprise and shock.

"What?" asked Gwen, something about this sounded off. Peter would not hit anyone without good reason, especially her father. She was shocked behind words. "But Spider-Man…he couldn't of…he wouldn't…not you…why would he…"

"Now, Gwen, don't jump to conclusions, Spider-Man was definitely not himself during that battle, he was slurring his words and he appeared to be hallucinating, so don't go blaming him for my condition" said George firmly. "I saw a glimpse of Mysterio fleeing the scene of a crime before a bright light and he was gone. He has quite a few tricks up his sleeve but I hope Spider-Man, whoever may be under that mask, was able to seek medical attention. He could just barely swing away form the scene of the crime and wasn't really in his right mind."

"So you're saying Mysterio drugged him?" asked Gwen trying to keep her tone neutral not to let her father in on anything.

"Exactly," said George as he took the ice pack and used it to relieve the pain, glad that Spider-Man was on the right side of the law. Judging by his one pulled back punch, he doubted that anyone on the force would be able to take Spider-Man down.

"Excuse me for a minute Dad, I need to call Peter," said Gwen suddenly and at the curious look her father was giving her, she amended hastily. "You know, he normally gets pictures of Spider-Man for the Bugle, and if there was a battle, he could have been hurt and hit by Spider-Man when he was hallucinating."

"Of course Gwen, I understand," said George with a smile as he watched his daughter leave. Granted he did not see Peter Parker's face anywhere near the scene of the crime but his daughter would not rest until her mind was completely at ease.

" _Just made it barely, hopefully it wears off, every time I open my eyes, I see him, and my control goes out the window," thought Spider-Man groggily as he pulled off of his mask, before he collapsed right on his bed. "Just got to rest for a few minutes, Mysterio got the better of me, but I can fight it. Just need rest and no matter how much it hurts to keep them closed, do not open my eyes. Anyone I look at is in danger. I could have really hurt Captain Stacy had I not pulled out at the last minute. Next time it could be Harry or Gwen or even Aunt May or anyone for that matter and I don't think I could live with that. This has to wear off, I can't be getting worse by the moment, I can sleep this off, I'm Spider-Man, just got to get a couple hours of sleep and I can tackle Mysterio…bust his dome, all that good stuff."_

Peter felt his head burning, it was almost like it was about ready to spontaneously combust. Not only that, he felt dazed, confused, and quite rattled. Mysterio completely crippled his effectiveness to do anything without lashing out irrationally towards innocent people.

"Peter?" asked Aunt May in a confused voice as she opened the door a crack, just enough time for Peter to slide himself under the covers, so his aunt did not see him in his Spider-Man costume. "I didn't see you come in…what's the matter dear, you look deathly ill."

"Must have caught something, Aunt May," mumbled Peter, as he kept his head buried in his pillow and eyes off anything. He wished Aunt May would just leave it at that, he did not know how long he could control what he was doing.

"Maybe we should call the doctor, if you look that bad," fretted Aunt May.

"No, Aunt May, I'll be fine, it's just a bit of a bug," lied Peter groggily. "Weak, just barely made it home, but I just need rest, don't worry about me, I'll be better soon."

" _I hope," added Peter, with a desperate thought, straining to keep rational in this entire situation, a battle that was slowly overwhelming him._

"Peter, I'll be downstairs if you need anything, don't hesitate to yell for me," said Aunt May reluctantly. "And if that gets much worse, we will be calling the doctor."

Peter just groggily shifted his weight as he heard the door shot and the footsteps of his aunt. Peter rolled over, wincing in pain, he would give anything for it to stop. The fact that he cell phone went off caused him to wince but he reached over, something told him that he should answer.

"Hello," muttered Peter groggily and slightly slurred.

"Peter, its Gwen," said Gwen from the other side of the phone. "Dad said Mysterio did something to you and…"

"Nothing Gwen, I can handle it, I'm fighting it," slurred Peter in a pained voice but it was getting worse.

"No, you're not Peter," answered Gwen as voice trembling slightly but she tried to remain a cool head. "Whatever he did to you, it can't be good, you need to see a doctor…"

"Yeah and take a swing at him when I see my uncle's murderer in his place, no one can help me," argued Peter, still slurring his words. "Once that happens, Mysterio will know who Spider-Man is."

"Right, secret identity, that could be a problem," said Gwen thinking hard. "Maybe I can help you…"

"No, Gwen, out of the question," argued Peter. "I can't even open my eyes without seeing him, what if I hurt you? I hit your dad after all under the influence of…I couldn't…blame you…never want to speak with me again…"

"That's a risk I'm just going to have to take," answered Gwen before she sighed. "Look Peter, if this happened to me, wouldn't you do everything in your power to make sure I get better?"

"Yes, of course I would, there's no question about it," said Peter but he frowned. "Do you think you can figure out what Mysterio did to me?"

"With your help, I think we can work it out together," replied Gwen. "Meet me outside your house in about fifteen minutes and you can web sling us over to ESU. Their lab might be able to help us, with a sample of your blood and Dad has a key to it regardless."

"Do you really think I should be slinging across town in this condition?" asked Peter as he could barely keep his own head up.

"Peter, you can, I'll help you, you don't even have to open your eyes," said Gwen. "Do you trust me?"

"Of course I do Gwen," said Peter as if he was insulted this was even a question.

"Then, meet me outside, I'll be there as soon as I can and try to keep your head together," said Gwen as the phone clicked, with Peter just summoning the strength. His head was a mess but somehow he managed to summon enough wits to get everything together.

" _Help me Gwen, help me, please hurry," thought Peter, as his head continued to throb with pain. "Don't want to hurt…need help…badly…"_

He somehow swung his legs from the bed, pulling his mask on as he staggered towards the window, awaiting Gwen's arrival. He hoped he could hold himself together for that long but he did have faith in her ability to formulate an antidote.

Beck smirked, as he watched as the last of the chemicals were prepared. His first test run on Spider-Man had been a success. True, the wall crawler fought the effects but his will was slowly being broken down. Within a few hours, he would not be able to determine fantasy from reality, his heart and adrenaline would speed up to nearly dangerous levels as he fought the illusions around him and eventually his body would give out from him.

"Be careful with that chemical, spill one drop on you and you will be as messed up as Spider-Man," said Beck with a chuckle.

"And what is this chemical for again, boss?" asked one of the henchmen.

"Since all phases of the plan except for this one have been carried out, it is only fair that I give the proper exposition leading into the third and most climatic act," agreed Beck. "This chemical will be pumped into the air and water in the city, causing the citizens to hallucinate that the person they hate the most is around every corner. There will be massive chaos and confusion as the every person in this city is tricked by my most brilliant special effect yet and it will leave the city open for the looting. Simple, yet strangely effective, and even the critics would have to agree. And with Spider-Man out of the picture, no one can stop the final climatic performance of Mysterio!"

Beck added the last bit in his overly pompous, over the top manner, before he cleared his throat and looked all business like.

"The chemicals should be ready to go within the next two or three hours," said one of the henchmen.

"Excellent, I have waited quite some time to carry out such a brilliant plan, a few more hours should not make the difference for my master plan," said Beck as he turned to put on his helmet to get ready for his final part of his plan.

"Just in time, Peter," muttered Gwen as she looked at the results of what she had analyzed carefully. "Had we waited any longer, you would have been…well I don't even want to think about it,"

"What?" said Peter weakly, as he felt a pounding in his head and it was almost like his heart was speeding up as well as he fought the strain.

"There would be further, more vivid hallucinations, judging by these test results, and your adrenaline would speed up until your body gives out under the strain," said Gwen seriously, gripping Peter's hand to calm both the boy and herself. "Your unique DNA may have bought us a bit more time than usual, but even then, you wouldn't have had too much time if we waited much longer. Now, I can mix up an antidote."

"How long will it take?" asked Peter, as he strained to speak, his vocal cords felt like they were on fire. "I don't know how much longer I can keep this up, I could open my eyes at any minute and attack you thinking that you're…"

"A few more minutes, Peter, I'm confident that this should work, it's simple really, but the fact that the drug that Mysterio used strips away your sanity so quickly, most people would already be deluded past the point in thinking that something was wrong with them," said Gwen as she double checked everything but everything matched up. "This antidote should counteract the drug Mysterio used on you and may also prevent you from being affected by it ever again, although you should really carry another dose on you. Just in case I'm wrong."

"Thanks Gwen, you're a real life saver," said Peter weakly, as he weakly rubbed his temples.

"Unless I missed something, this is it," said Gwen but there was a reluctant tone in her voice, briefly second guessing her own work. This was a crucial moment, any misstep and she did not know if she could live with herself.

"Gwen, I trust you completely, I'm sure you got it right, you're normally a genius at this sort of thing," said Peter as he reached forward and took the vial from Gwen, before he drank the antidote, immediately pulling a face. "Gwen, that tasted completely terrible."

"Well it wasn't supposed to taste good, it was supposed to nullify the drug in your system," said Gwen but she looked surprised at what appeared to be a success. "It worked?"

"I see my beautiful girlfriend and not an ugly, middle aged murderer or any other equally vile hallucinations so I'm positive it worked," said Peter, as he leaned forward to kiss Gwen. "Thanks Gwen, I don't know what I would have done without you."

"It's no problem at all," said Gwen as Peter looked to see if there was any security guards coming, as technically they were not allowed in the lab before he pulled his Spider-Man mask on, as he took a couple of vials of antidote.

"I'll swing you back home, and then it's me against Mysterio," replied Spider-Man, as he wrapped his arm around Gwen, she tightly wrapped her legs around his midsection, resting her head on his shoulder, allowing him to get a firm grip and he climbed out the window and shot a line of webbing, before the two swung through New York as the sun had nearly set. Spider-Man thought he had a pretty good idea where Mysterio was heading and if he hurried, he could stop him.

"Careful, set it off too early and you might get infected!" bellowed Mysterio as he watched two of his henchmen carry a hose from a truck, that contained a batch of the chemical before he walked it over to the water. "The might of Mysterio must be displayed at its proper time and not one second before."

"Yet the egotism of Mysterio is on display twenty four seven," said Spider-Man as he dropped down on a line of web and Mysterio backed off in absolute horror, he could scarcely believe what he had seen.

"It can't be, it has to be an apparition, you're supposed to be rotting in the morgue by now!" shouted Mysterio.

"Sorry to disappoint you then," said Spider-Man but the villain just laughed and raised his hand but Spider-Man turned away, before he shot a line of webbing away and pulled himself to a balcony high above. "Let's leave the parlor tricks behind, Mysterio."

"Bah, you dare attempt to mock Mysterio!" bellowed the criminal and suddenly, one of Mysterio's henchmen dove at Spider-Man, in an attempt to cave his skull in with a pipe. It was dodged and the pipe landed, before Spider-Man knocked him out with a punch. Another henchmen dove right at him, before Spider-Man dodged and the henchmen smashed against the railing. Spider-Man webbed him onto the railing.

"You overplayed your hand Mysterio, set yourself up for a fall," said Spider-Man as he avoided an attack by one of Mysterio's henchmen and webbed him up.

"Fools, don't let Spider-Man, stop the mystical masterpiece of Mysterio!" bellowed Mysterio as Spider-Man continued to fight the members of Mysterio's gang, taking them out one by one. With them webbed up, Spider-Man moved around, trying to signal out any more enemies. He looked down just in time to see two more of Mysterio's goons move the hose over towards the water.

"Oh, no you don't," said Spider-Man as he webbed the hose and pulled it out of their hands, and then he dropped down, before he knocked two henchmen out of commission and webbed them together, before Mysterio stood, face to face with Spider-Man. "Let's dance, Bubble head."

Mysterio waved his hand a metal hook swung from above. The lack of spider sense going off clued him in that this was not a real threat and Spider-Man allowed it to pass through him, before he turned around, right in time for a giant boxing glove operated by Mysterio to crack him right in the face. Several more attacks, some real, some fake, but all distracting enough to the keep Spider-Man from his task in defeating Mysterio.

"Threats all around, Spider-Man," said Mysterio, as he watched Spider-Man pull himself up in time for Mysterio to throw a bomb right towards the ground where he stood. Spider-Man used his webbing to pull himself up and out of harm's way at the last second, with the ground exploding right from underneath him and then he propelled himself right at Mysterio.

"This ends right now, Mysterio!" shouted Spider-Man as he dodged a very real looking dragon. The illusion was vivid and the fire part was real, activated by a concealed flame thrower apparatus. Spider-Man managed to disable it quickly. "The cheesy magician act might go over great at a five year olds birthday party, but I'm beginning to see right through your tricks."

"Mysterio is no mere magician!" shouted Mysterio as several more illusions were brought up but Spider-Man avoided them. "I have yet to run out of tricks, Spider-Man! Time for my grand finale!"

Mysterio waved his hand and he vanished right before Spider-Man could get him.

"No, not this time, fool me once shame on you, fool me twice, shame on me, but not a third time, Mysterio," said Spider-Man as he shot his webbing, wrapping up an invisible Mysterio. Mysterio was caught, considering the sounds of struggling, as Spider-Man stepped forward, before he groped around in the dark. "If I had to hazard a guess, the source of your powers, is those fancy little gloves you wear…yeah I like it when I'm right. The reviews are in and your show is cancelled."

The gloves were pulled off and Mysterio became visible, much to his shock as the villain was completely and utterly trapped, wrapped in several strands of webbing, not to mention his feet were webbed to the ground.

"You fool, you can't defeat me, I am…" stated Mysterio but Spider-Man cut him off.

"Yeah, I know, you're…" said Spider-Man before he spoke in an overly dramatic voice. "Mysterio, master of talking about himself in the third person in a pompous manner and an egotistical jerk as well!"

Spider-Man stared down Mysterio, as he reached forward.

"What are you doing?" demanded Mysterio.

"Taking this stupid fishbowl off your head," responded Spider-Man as he reached forward and pulled it off to reveal a dark haired man with a bowl cut. "Well, I would have never guessed this in all my life."

"Yes, Spider-Man, you have deduced my secret identity," said Mysterio in a bored voice.

"Yeah, who would have guessed that Mysterio was really Moe of the Three Stooges," responded Spider-Man in amusement, a proclamation that caused Mysterio great outrage!

"What, no you fool, I'm Quentin Beck!" proclaimed Mysterio but Spider-Man just looked at him in confusion, as one could almost hear crickets. "The greatest special effects artist of all time, worked in twenty motion pictures, a true legend and a trend setter in the field of cinematic brilliance. BEHOLD MY GREATNESS!"

"Of course you are," said Spider-Man in a patronizing voice, as he rolled his eyes, before he pulled himself up, as Beck struggled to free himself as he looked at the henchmen. Most of them had been trapped, with one exception and Spider-Man pulled himself up, before he walked over to a payphone and began to dial. "Hello, New York City Police Department. Come to the New York City pumping station and you will find your so called Master of Illusion Mysterio and his gang, along with a dangerous drug they were planning to poison the water supply with. Who is this? Why none other than your friendly neighborhood Spider-Man, yes, no thank you for your hard work."

"You are truly a fool Spider-Man if you think a mere prison can hold Mysterio!" shouted Beck. "I will break out and the next scheme I orchestrate will be your complete and utter demise…"

"You know I love to here a good villain monologue as much as the next person, I have better things to do, you can give your rant to the police, as they're here," said Spider-Man cutting off the super villain monologue in mid stream as he looked out the window, seeing the approaching cop cars.

"You haven't seen the last of Mysterio!" shouted Beck but his proclamation fell on deaf ears as Spider-Man departed from the scene of the crime, ignoring any further rants from the former and slightly unhinged special effects artist.

"I have to hand it to Spider-Man," said George Stacy to his daughter the next morning. "He figured out how to fight around Mysterio's trickery and beat him as easily as he would any other common criminal because when you take away all of the smoke and mirrors, that's what Mysterio is essentially. A bit more resourceful, but nothing more than a common thug off the street."

George looked at Gwen for a couple of seconds.

"Finding an antidote just in time, that was something that I'm not quite sure how Spider-Man managed it, he's was quite delirious when we fought and I took a look at the print out from the lab, it should have killed Spider-Man within at least an hour, maybe slightly more," said George as if he knew more about exactly how Spider-Man recovered than he was letting on.

"Just think of how much of a disaster it would have been if Mysterio would have used those chemicals on everyone," said Gwen calmly.

"Mass chaos, no doubt," said George. "Spider-Man mixing such an antidote in his state, I do wonder if he had a bit of help from someone…"

"Dad, I have to be honest with you," said Gwen and George looked at his daughter. She figured that her father might catch on to the fact she had helped Spider-Man. She hoped she could tell Peter about the cover story, before he had encountered her father. "Peter and I helped Spider-Man with the antidote, he came to Peter right away and I snuck out last night to help."

"Well, I can't say I'm sorry that you did help Gwen, given how much Spider-Man has done for this city," said George but he looked at his daughter with a raised eyebrow, having a feeling there was something that she omitted from her story. "Guess, Peter had to protect his investment…"

"DAD!" shouted Gwen in a scandalized voice. "It's nothing like that, it's just…Spider-Man did save me one time, remember and I guess this was the simplest way of repaying him."

"Well good thing he could count on two brilliant young people like you and Peter, otherwise, we might be mourning the loss of a selfless hero today," said George with a smile.

" _You don't know how close I came to really mourning the loss of something even closer to my heart," thought Gwen, but Peter was okay, thanks to quick thinking and his modified DNA delaying what could have been an inevitable tragedy._

"Morning Aunt May!" called Peter brightly as he made his way downstairs for breakfast.

"Peter you look much better today," said Aunt May in a relieved voice. She was so worried about her nephew last night but the fact that he was here, looking better than ever showed her that her worries might have been a bit premature.

"Yeah, told you a bit of rest is all it took," said Peter, as he saw the morning addition of the Daily Prophet, detailing the capture of Mysterio and his gang. "Spider-Man again, shame I couldn't get any pictures, hope Jameson isn't too upset that I was indisposed."

"Now, Peter, that man would have to understand that you were sick," said Aunt May sternly. "And if he doesn't, just have him talk to me and I'll have a few words to sort him out."

"Let's hope it doesn't come to that," said Peter as he put syrup on his pancakes.

"So Spider-Man makes the news once again," said Wilson Fisk as he casually flipped through the Daily Bugle. He ignored the drivel about Spider-Man, he had his own information and the opinions of the news media met very little to him. He had been keeping a keen eye on Spider-Man's progress over the last few weeks. "Interesting, Spider-Man you may serve a use to me yet, but a test of your mettle seems to be in order. Several tests in fact, as the Kingpin always is one to cover all of his bases."

Fisk turned to an intercom system and switched it on.

"Send in Rhino," ordered Fisk coolly.. "I have a job that I think will be an excellent test for his talents."


	9. All the Kingpins Men Part One

**Chapter 9: All the Kingpin's Men Part I**

Spider-Man was not having a very good morning, due to being thrown right through the wall by a giant man dressed in a rhino costume. Landing with a thud, Spider-Man pulled himself up, as this rhino man stampeded forward and attempted to impale the horn of his outfit right through Spider-Man but Spidey was too quick, propelling himself into the air with a somersault. Rhino crashed into the wall and caused it to topple but he turned around like nothing had happened and he took a swipe at Spider-Man but he ducked the attack.

"Bah, and people have been having trouble with a little creep like you," said Rhino as he raised his hands and smashed down towards Spider-Man but Spidey dodged the attack. The street was cracked and Spider-Man shot webbing right around Rhino but he easily snapped it and rushed forward. "This should be the easiest job the boss ever threw my way, so now be a good little bug and sit still so I can squash you."

Rhino knocked Spider-Man to the ground and attempted to stomp on him, but the web head slid out of the way quickly and he bounced to his feet and he went for a punch but Rhino easily blocked it and flung Spider-Man up into the air.

"Just who are you anyway?" demanded Spider-Man as he dodged another attempt for his enemy into bits.

"CALL ME RHINO!" bellowed Rhino loudly as he attempted smash Spider-Man's skull in once again, but the web head was just a bit too quick for him.

"I wouldn't call you for dinner with that face," quipped Spider-Man, as he shot two strands of webbing at Rhino and pulled with all of his might but Rhino just stood there and pulled Spider-Man forward. It was just narrowly that the hero avoided getting impaled right in the heart. He slid around and a punch was blocked before Rhino smashed his hands down onto the head of Spider-Man, dropping him to his knees. He bent down, but Spider-Man shot webbing right in his face. Rhino was temporarily blinded, as Spider-Man climbed up onto a car, before he looked over towards a police officer who had a stun gun. "May I borrow this?"

With a quick movement, Spider-Man took the stun gun and somersaulted forward, before he switched it on and jabbed Rhino with it, causing several volts to bombard Rhino but Rhino grabbed Spider-Man by the throat. With a shove, Spider-Man hit the ground with a thud and he leapt up. Spider-Man slid out of the way and Rhino stomped the ground, causing the crowd watching to collapse.

"You're going to cave in the entire block if you're not careful!" shouted Spider-Man.

"Good, at least I'd get you then," grunted Rhino as he moved forward, but Spider-Man shot his webbing and attempted to yank to remove the thick armor for Rhino but his webbing broke and caused him to land on the ground.

"Got to get that body armor off somehow, so I can have a fighting chance," muttered Spider-Man but a punch impacted him right in the ribs.

"Ha, it doesn't come off, you puny bug," said Rhino. "It was welded onto me and it never comes off."

Spider-Man stopped before he voiced the most obvious question that came to mind based on Rhino's situation.

"Dude, like how do you got to the bathroom then?" asked Spider-Man but the answer to this pressing question was never answered as Rhino punched Spider-Man once again. He tried to fight but Rhino hoisted him up.

"Any last words," grunted Rhino but Spider-Man just responded by kicking Rhino right in the face. Rhino was staggered and Spider-Man swung out of the way as Rhino charged forward and attempted to smash Spider-Man but the hero dodged and Rhino smashed a car, and turned around.

" _Face seems to be a weak point, maybe I can use that to my advantage," thought Spider-Man, but he saw Rhino struggle, before he pulled a light post out of the ground. He just barely had enough strength but it was more than enough as he charged Spidey, who dodged the attack. The light post slammed right to the ground. "Of course, I should get him away from these people."_

"Hey, Rhino, think you're so tough, catch me if you can!" taunted Spider-Man and Rhino rose to the bait, as he stampeded forward, with Spider-Man motioning for him. The crowd had gotten less and less, as Rhino continued to rush forward, with less people being put in danger. "What's the matter Rhino, afraid I might stuff you as a trophy?"

"Come down here and fight me," grunted Rhino and Spider-Man leapt down, before he dodged underneath a Rhino attack. Rhino swung around and hit the ground hard with his punch. Spider-Man raised his hands and shot webbing right in Rhino's face. Rhino staggered, in an attempt to pull the webbing right off of his face and Spider-Man swung right towards him. A loud crash signaled Rhino being knocked right down. Rhino rolled over, right to his feet and he reached for Spider-Man's throat, but Spider-Man slid underneath the attack. Rhino attempted to pull the webbing off but Spider-Man swung a punch right towards him. "Just wait until I get my hands on you…"

"You haven't Rhino, and you won't at this rate, you big lug, as Rhino attempted to rip the webbing but Spider-Man just shot more, causing his own hands to be webbed over his face. Rhino struggled forward, staggered, as he was being smothered by his own hands.

" _Got to time to this right, enough to knock the wind out of him but not enough to kill him," said Spider-Man but Rhino stampeded forward, loud grunts. "Judging by the fact that he's still moving, I guess I haven't reached the level where I need to remove the webbing from him._

The grumbling of Rhino continued, as he attempted to pry his hands free and Spidey was certain that he heard some quite nasty language. As Rhino continued to smash up everything, in an attempt to pry himself free from the webbing on his face, as Spider-Man swung a punch every couple of seconds later. He looked over his shoulder and winced, as he saw Eddie Brock watching, with a smug expression on his face.

Brock watched, this time he got some quality photos of Spider-Man with his brand new camera. It might have cost him a lot of money to replace the one that was destroyed before but it was worth it. He looked on with glee, given he was a professional, those photos would be preferred to whatever Parker did. He looked up with a smile on his face, but the smile quickly turned to a look of terror, as that nutcase in a Rhino outfit had knocked into the building, causing the ledge to be dangerously close to collapsing on him.

"What do you think you're doing?" demanded Spider-Man as he swung in and pulled Brock out of the way, his camera sliding out of his grasp in the surprise.

"No, you idiot, we have to go back, my camera it's still down there it's…" started Brock before his eyes widened as he watched Rhino stomp on the camera, smashing it to bits and basically destroyed all of his photos. He began swinging his fists, pounding on Spider-Man. "No, no, no, there were some good shots, no, no, no, my camera, you're out to ruin me, that is the second time you screwed me over!"

"Stop hitting me or you will be screwed over even more when I drop you," said Spider-Man shortly as he swung down, roughly setting Brock down on the ground, as he turned to watch Rhino, who struggled, his breathing appeared to be shallow, before he dropped to the ground. Spider-Man reached down and pulled the webbing right off of Rhino's face. Rhino laid on the ground, breathing, which was a good sign. "Weak, but not taking any chances, I'm sure the police have a way to contain this guy, but this should hold them until they get here."

Several strands of webbing and Rhino was secured to the ground. He offered some signs of movement, but after being dehydrated due to his face being obscured and nearly suffocated, he was not going any place soon.

" _Only twenty minutes late, ow, that was a tough one," thought Spider-Man as he swung off, picking up this camera. "Get these photos to Jameson during my free, ow, period. Now the trouble is explaining why I'm late, again. I'm really pushing it with this early morning crime patrols, but then again when I woke up this morning, I wasn't expecting to fight a large man dressed as a rhino. Oh well, change quickly and face the music, how I'm able to walk it's a miracle."_

"Get all that Kingpin," said a bald headed man with a goatee dressed in black, as he absent mindedly twirled a dagger in between his fingers, as he looked towards a monitor, that showed a figure cloaked in silhouette.

"Yes, Bullseye, rest assured I have seen the entirety of Spider-Man's battle with Rhino and I must say seeing him first hand is an experience," said the Kingpin, in a distorted voice. No one would be able to tell that it was really Wilson Fisk on the monitor. "I do find his skills to be something that I may have a use for yet. He may have a use as an assassin for my empire yet. I have many enemies who wish to do me in and Spider-Man could match them, even if they were without fear for example.

"If you ask me, that punk got lucky," grumbled Bullseye.

"Ah, but I didn't ask you, Bullseye," responded the Kingpin swiftly. "And luck does have very much to with success, especially when matched with skill and Spider-Man's ability to exploit an enemy's weakness is something that I admire greatly, as he did with Rhino. The only flaw I can see is his mindless heroism but with effort I can even see that being bent to my advantage."

Bullseye sat quietly. He was the Kingpin's chief assassin, with unparalleled accuracy and the ability to use even the most mundane objects as a weapon. The fact that this Spider-Man was moving in on his territory did not set well for the assassin.

"There are many more tests to await Spider-Man before I make him an offer that he would be a fool to refuse," said the Kingpin roughly. "Stand by for further instructions Bullseye, as I need to oversee an experiment."

"Right, boss," said Bullseye as he watched the distorted image of his boss fade, as he cracked his knuckles. "It would be a shame if Spider-Man suffered an accident that caused him to be unable to join up with the boss as a potential chief assassin. A damn shame if the Spider's was squashed."

-"I swear, JJ, I got photos, but Spider-Man tricked Rhino into smashing my camera," said Brock in a pleading voice.

"That's all I ever hear from you anymore Brock, excuses!" bellowed Jameson. "Parker's just e-mailed photos of the battle between that web head and that Rhino freak just a bit ago, not the best, bordering on garbage even but better than the nothing you've been giving me."

"Parker, that's just it, some kid's able to get photos about Spider-Man and I'm not," said Brock. "If you ask me, it's a conspiracy…"

"Brock, if I wanted your opinion, I'd ask you for it," said Jameson but he suddenly looked thoughtful. "Still, you could be on to something, Brock, Spider-Man and Parker…the kid might know something more that he's letting on about Spider-Man…"

"C'mon Jonah, do you really think Spider-Man and Peter are orchestrating an elaborate scheme right under your noise?" asked Robbie.

"Parker's a punk teenager and desperate for money and that web crawler is using his desperately for publicity, he's hungry for the spotlight, that's got to be it," said Jameson as he ranted, pacing back and forth. "Parker, has to know something and I need to find out what, so I can expose that wall crawler for the threat he truly is. After what he did to my son, that's the least I can do."

"I thought Spider-Man was the one who saved your son, Jonah," said Robbie in an even force. "Dr. Doom was the one who tortured him and…"

"If Spider-Man was just a bit quicker and didn't spend too much time showing off, then John wouldn't be in the state he is and wouldn't have gotten tortured by that tin point dictator," said Jameson, waving off Robbie's attempts to inject logic into the situation. "Poor boy, can't even leave home, he's a wreck, well I'll see what Parker knows. It might not be much but any clue and I'll jump on it."

Jameson turned muttering under his breath in a slightly crazed manner but most of the office staff at the Bugle just brushed it off. It was just another day in the life of working for J. Jonah Jameson.

"Flint Marko?" asked a scientist with a clipboard as Marko was lead in by two men dressed in suits.

"Yes, that's me, I understand that the Kingpin wants to see me," said Marko in disbelief. He was unable to believe that the Kingpin would want to see such a small time hood like himself.

"That is correct, Flint," said the distorted voice of the Kingpin over an intercom. "I understand you have had some problems with Spider-Man recently."

"Yeah, that's right, I have," said Marko with a nod. "Worked with Mysterio, the guy was a little unhinged but at least I would get a decent cut out of the spoils when he made the entire city nuts. Spider-Man ruined that and I went home with nothing."

"I'm well aware of that, Mysterio's plan showed potential but he was unable to carry it out due to his supreme arrogance," said the Kingpin. "I, on the other hand will be able to carry out this plan and I would not be wrong in saying that you want revenge on Spider-Man for costing you a chance to cash in."

"That's right, I'll do anything to get my hands on that web crawling freak," said Marko gleefully.

"Then I believe we have a deal," responded the Kingpin. "I offer you one thing that few dream about. Power and lots of it. Just think about it, you would have abilities that fe would even dare to dream of and enough power to eliminate Spider-Man."

"Where do I sign up?" asked Marko with a greedy expression in his eyes.

"Step into the chamber, Mr. Marko," offered the scientist. "And you will be given power."

"This won't hurt, will it?" asked Marko but he stepped inside.

"Does it matter when power is involved?" asked the Kingpin over the intercom as Marko sat down in the chamber, before his arms and legs were suddenly strapped to the chair.

"Just a precaution, we wouldn't want you to fidget," said the scientist as she walked over to the control panel. "You may feel a slight stinging feeling as your molecules are rearranged to compensate for this power."

"Right, as long as I do get power," said Marko roughly as he had a focused look on his face, he could almost taste the defeat of Spider-Man as the scientist prepared to adjust the chamber but a frantic scream from outside and the doors burst open.

"What now, this is a very delicate procedure, with no room for failure!" cried the scientist but there was a dark haired man strapped to stretcher, looking like he was having a seizure and his body was covered by electrical burns.

"Forgiven the interruption, but there was an accident, one of the circuit breakers blew and the electrician that was trying to fix it was caught in the second expulsion, electrocuted for several minutes, it's a wonder why he's not dead," said one of the men. "We should really get him some medical attention but I doubt he'll make it to the…"

He stopped when sparks began flying from the man, as he began to thrash madly. The lights in the room began to flicker back and forth, before they blew up one by one. Marko shifted, as the chamber that contained him he began to light up.

"The process is starting," started the scientist as she looked fearful. "Without the safety protocols being activated…"

'SHUT IT OFF THEN!" snapped Marko, completely losing his, but a large surge of electricity leapt and landed on the control panel, melting all of the buttons and causing the chain reaction inside the chamber in increase. In frustration, Marko attempted to pull himself free as he watched the scientist and the other people in the room flee. "Hey, what are you doing, you need to get me out of here, I don't know…it's getting rather hot in here."

The pleas of Flint Marko fell on deaf ears as the chamber heated up, before several hundred pieces of metal began to pierce his skin at an accelerated rate. He gave a blood curdling scream of absolute agony, before there was an explosion within the chamber and nothing of Flint Marko but a pile of white hot sand, as the pieces of metal dissolved into it and the chamber had finally shut itself down.

The sand shifted slightly, as the scientist carefully stepped back into the lab. As she turned around to the electrician on the gurney, the intercom cackled back to life.

"Room three," said the Kingpin calmly which caused the scientist to jump. "There is a suit that should be able to help stabilize this unfortunate young man. It is a bit unconventional but it will work. A shame that Marko had to suffer for his misfortune, but that's the way things happen. Sacrifices must be made."

"Liz, listen, I made a terrible, terrible mistake, I didn't know Osbrat's mother was dead," said Flash but Liz just stood in front of him, arms folded. "Please, we can get through with this…"

"Surely you don't need me Flash Thompson, I mean the great hero of Midtown high and star quarterback can get any girl he wanted, after all that's what you said the other day," said Liz as she stared down Flash.

"I wasn't thinking," said Flash.

"There's your entire problem, the reason why we broke up, that we keep breaking up Flash," said Liz. "Talking to you sometimes is like talking to a locker, I swear, we tried to make this work, well I tried to make this work, but the point is we've grown apart."

"Fine, I tried giving you another chance, but we're through, this time I mean it," said Flash as he turned. "Seriously, I mean it this time Liz, I tried to put up with you bossing me around and I just can't take any more. Here that ladies, Flash Thompson's single and available."

"Good luck with Flash, I'm sure you'll find some girl who is shallow enough to take you," replied Liz and Flash turned around, muttering under his breath, but he was still kicking himself. Perhaps he should have apologized to Osborn, but how was he supposed to know? Still, he could not really do that, it would make him look bad. Besides, he would make up with Liz, he always did in the end, they were just going through another rough patch in their relationship.

At the end of the hallway, Peter, Gwen, and Harry stood watching as Liz and Flash concluded their argument, among others.

"I could have sworn we just went through this song and dance with these two a couple of days ago," remarked Peter. "So do you think this time it's for real or…"

"Something tells me that this might be for real, Liz looked really disgusted at Flash for what he did yesterday," said Gwen as she turned to Harry with a knowing expression.

"What, Gwen?" asked Harry.

"Ask her," replied Gwen.

"What?" asked Harry.

"To the dance," replied Gwen.

"What?" asked Harry.

"Ask Liz to the dance, it's obvious you like her," said Gwen. "Even it's obvious to Peter and we know how dense he is about these things."

"Hey," said Peter in mock outrage but he knew Gwen had a point.

"What if she says no?" asked Harry in an undertone.

"What if she says yes?" countered Gwen.

"Is that the best counter argument that you can come up with?" asked Harry before he turned to Peter. "Pete, tell Gwen she's crazy."

"Here she comes now, Harry," said Peter with a smile, with no plans in telling his girlfriend that she was crazy as Gwen tried not to laugh at Harry's discomfort at this matter.

"Hey, Liz!" called Gwen as Harry frantically started shaking his head, but it was too late, as Liz had already heard Gwen.

"Gwen," answered Liz calmly, confused at why Gwen was speaking to her in such civil terms, after the comments, some of them quite rude, she directed towards the girl over the years.

"Harry, wants to ask you something," responded Gwen.

"He does?" asked Liz, surprised at this news.

"Yes, I do," said Harry at an encouraging look from Gwen and a smirk from Peter. "Er, how are you doing?"

"How am I doing?" asked Liz as Gwen turned, putting her hand over her face in frustration. "Fine, couldn't be better, since I decided to wise up and dump Flash, I guess. Why the sudden interest?"

"Just wondering…oww!" groaned Harry as Gwen elbowed him right in the side much to Peter's amusement. "So since you're not with Flash anymore, you probably don't have a date to the dance."

"No, I don't," said Liz slowly as she caught on, not completely oblivious to the entire situation. "Are you asking me to the dance, Harry Osborn?"

"Yes, kind of, I guess, look Gwen put me up to it," said Harry as Gwen began laughing along with Peter. "And Peter's just as much to blame, but I do want to ask you to the dance, if you want to go."

"So, you want to go to the dance with me," said Liz in an even tone.

"Yeah, I know," replied Harry. "It does sound stupid, doesn't it?"

"I'll go," replied Liz, jumping at the chance immediately. Harry did seem rather decent compared to most of the guys who showed any interest in her.

"So I'll just…wait a minute you're go with me?" asked Harry.

"Yes," said Liz with a smile. "Who knows, maybe this could amount to something more than just one date?"

"Right, great, I'll see you then, well I'll see you before then I guess, because the dance isn't for a couple of weeks," said Harry as Liz smiled at him.

"See you around, Harry," said Liz as she walked off, with a crowd of girls, most of them fellow cheerleaders looking at her dumbstruck.

"Thanks Gwen, you're the best friend in the world," said Gwen to Harry. "And not crazy either."

"I was going to ask her, Gwen, I just didn't get around to it," said Harry.

"Sure you were, Harry," said Gwen in a patronizing manner.

"Still, wonder what a girl like her could see in someone like me," said Harry, only low enough for his friends to hear him.

"Must be that charming Osborn hairstyle," suggested Peter which caused the three to laugh.

"Are you sure this will work?" asked the scientist in a fretful manner. "Controlling the amount of power that this man puts out, it should be lethal, once again, he should be dead…"

"Controlling power is what I do best," responded the Kingpin over the intercom.

"He's beginning to come to," said one of the men in a suit in the room. The electrician got to his feet.

"What happened, where am I?" asked the electrician, as he was dressed in a bright green suit with a yellow suspenders and a yellow mask that resembled a distorted starfish.

"Your confusion is understandable, you were involved in an accident," said the Kingpin. "You have suffered greatly, your life will be changed, your body is charged with electricity, able to manipulate electricity and control appliances. The suit is the only thing that is causing the electricity from destroying you Mr…"

"Dillon, Maxwell Dillon," said the electricity groggily. "I don't remember what happened, but I feel different, I can't believe that my life was ruined."

"Yes, Mr. Dillon you were very fortunate because of the accident could have killed you," said the Kingpin. "Thanks to Spider-Man's careless actions, the rest of your existence will be lived in this form, not even able to enjoy the pleasures as simple as a cup of coffee or making love to a woman."

"All because of Spider-Man," said Dillon, his anger going, as sparks flew. "And this suit is the only thing that protects me from my powers?"

"Indeed, Mr. Dillon," replied the Kingpin. "However while it protects you it doesn't stop you from using your powers. The suit is yours, free of charge, the only thing that I ask is you eliminate Spider-Man."

"Eliminate, Spider-Man, that's a pleasure I'm willing to have," said Dillon in a crazed voice. "But don't call me Dillon anymore, because Maxwell Dillon was killed in that expulsion. From now on, my name is Electro and Spider-Man will find out what it's like to mess with true power!"

The straps were released and the newly christened Electro got to his feet, cackling quite madly and left to do the deed.

"Such an unfortunate soul, the electricity may have zapped his brain as well, making him crazy, but there is no doubt about it, he will be a formidable foe for Spider-Man," said the Kingpin smugly. It had gone off just as he had planned, the arranged accident. It was a shame that Marko had to suffer at the hands of Electro's new powers, but there were certain sacrifices that had to be made for a bigger game.

Little did the Kingpin now that the sand that was the remains of Flint Marko had began to move, gaining some form of sentience, as he made its way down through a vent and out of the building, gaining more intelligence and power with each passing moment.

"So this is where you live Harry," said Peter taking a look around, with Gwen after school that day.

"Yeah, this is the house that Norman Osborn built with the blood of the people he forced out of business and absorbed into Oscorp," said Harry lightly.

"You do mean blood in the figurative sense, right Harry?" asked Gwen but Harry just shrugged with a slight twisted smile on his face. "Is your father okay with us being here?"

"Dad's not here, and besides you're only be around for a little bit anyway," said Harry as he walked around. "Still I could use the company, it's been a while since the three of us had hung out, it does get a bit boring around here with just the servants, they're not supposed to talk to me anyway, just clean the house, serve the food, run the press off, that sort of thing."

"Then I suppose I really shouldn't be here," said Peter jokingly as he walked around, before he looked at an open door, something catching his eye.

"Dad's home office," said Harry without Peter even asking the question. "Nothing in there but a bunch of boring paper work, wouldn't want to leave anything incriminating lying around after all."

"No of course not," said Gwen but she peered inside and saw several press clippings on the wall, all detailing Spider-Man. "You know Harry, your Dad is the last person I thought would be a fan of Spider-Man."

"That's because he's not, he's more obsessed about Spider-Man or rather his powers," said Harry. "At least that's what I gather, he's been more secretive lately than when he wasn't around, if that's at all possible."

"Your dad is devoted to his work, Harry," said Peter.

"Devoted, obsessed, call it what you like, that's all that Dad thinks about," said Harry. "But never mind, with Spider-Man, at least I've gotten the one thing that Norman Osborn could never give me."

"And what's that Harry?" asked Peter trying not to sound too curious, otherwise Harry might find a way to start putting two and two together.

"A positive role model, someone to look up to, I guess it sounds silly and while I don't take it to the fanatical worshipping levels that Flash Thompson does, I consider Spider-Man to be one of the best things to ever happen to the city," said Harry. "He's a mystery but at the same time, he seems down to earth and at the same time, someone that can be a positive influence in my life."

"I'm sure Spider-Man whoever he is appreciates any support," said Gwen.

"Even if he isn't in it for the support," added Peter in a would be casual manner.

"No and that's great, but still having someone that for once is a positive influence in my life is great and I owe it all to Spider-Man," responded Harry but at that point the door opened and Norman Osborn stood right in the doorway, looking at Gwen and Peter, with Harry spinning around. "Dad, I didn't expect you to be home so earlier."

"Plans change, Harry," said Norman. "I don't recall giving you my consent to have your friends here."

"I figured you wouldn't mind," said Harry.

"Besides we were just leaving," added Peter hastily as Norman looked at it.

"It isn't as if you're unwelcomed here, Peter," said Norman calmly. "It's just that some very important business executives are coming here soon for a dinner. The boring but the absolutely necessary side of Oscorp and Harry has to get ready. Still, I do hope to have you at Oscorp sometime this summer for an extended tour, without the veil of the Daily Bugle overshadowing your visit. Perhaps you can find something that is of interest to you, as once again, I would love to have you as part of the Oscorp family."

"I'd be honored, Mr. Osborn," said Peter.

"The honor would be all mine, Peter," said Norman. "The brightest young man to come out of Midtown High since myself, just imagine the work we can do together."

"You know Gwen is just as bright, maybe even brighter than myself at these things, so maybe she could come along," said Peter as Gwen just stepped back, as Norman gave her a very cold look, before he turned to Peter and pulled the young man aside so only the two of them could hear.

"I know you're obligated to say such things due to obvious reasons, but let's not delude ourselves Peter," said Norman in a calm voice, before he stepped over. "Harry, do show your friends the way out and get dressed, the dinner is in the next hour."

"Yes, sir," said Harry as he motioned for Gwen and Peter to walk out with him. "Can't believe I have to suffer through this, no doubt Dad wants the perfect picture of a family man, I feel sick to my stomach just thinking about it."

"Hey, at least your father will be distracted conducting business," offered Peter.

"And if the deal falls through, you can better believe it would be my fault," said Harry but as they walked outside, they saw a clear view of the lights of several buildings blinking.

"What's going on?" asked Gwen, as Harry looked forward, in recognition.

"It's Morse Code," said Harry as he looked it at. "It's sloppily done Morse Code at that, but Spider-Man and battle and downtown and Electro, that's about all I can read."

"I'm actually surprised you could get that much out of those blinking lights," said Peter.

"Yeah, my brain actually retained some information, who would have thought," said Harry with a shrug. "Anyway, bye, Gwen, Pete, see you two tomorrow, if I don't die of boredom."

"So, some guy named Electro wants to fight Spider-Man downtown," said Peter slowly as he turned to Gwen.

"I can make it home on my own, Peter, I'll be fine, I'm sure the Bugle would want some photos," said Gwen as she rushed off. The lights kept blinking, issuing the garbled challenge to Spider-Man.


	10. All the Kingpins Men Part Two

**Chapter Ten: All the Kingpin's Men Part II:**

Spider-Man moved in slowly, the blinking lights continued and there was something in the air that signaled that he was getting rather close.

"Okay, Electro, whoever you are, I know you're down here, so why don't you come down here and fight me!" called Spider-Man as he swung down but as he did, a lighting bolt shot through the air. Spider-Man just barely through himself to the ground and the lighting bolt struck a tree, causing it to be set on fire.

"You, I've been waiting for you, Spider-Man, you're pay for what you've done to me," said Electro as he blasted two more lighting bolts from his hands, but Spider-Man dodged them. "I should be able to finish you off in a zap!"

Spider-Man turned in an instant, getting a good look at Electro's laughing. He clutched his chest as he began to laugh madly, in spite of the very dangerous situation he found himself in. It was just that Electro's outfit seemed like the most ridiculous thing ever.

"Might I ask what you find so funny?" demanded Electro in an agitated tone, as sparks flew.

"Sorry, sorry, normally I take these things seriously, well mostly serious, I can't help myself sometimes but…seriously…" said Spider-Man as he began to crack up into laughter. "Seriously, that outfit, what were you thinking. I mean those suspenders and that mask. You should change your name from Electro to Demented Starfish Man or something like…"

"YOU DARE MOCK ME!" shouted Electro as he raised his hands and several bolts of electricity shot right from them, right at Spider-Man. "I'll show you what true power is, Spider-Man!"

A high impact lighting bolt was dodged by Spider-Man. Another one narrowly missed the web head, as Spider-Man kept moving.

"C'mon lighting bolts, is that the best you can do against me?" asked Spider-Man as he rushed forward, but the ground right below him was electrified which caused him to bounce up into the air. Spider-Man dropped to the ground and Electro rubbed his hands together, generating static electricity and caused sparks to fly at Spider-Man. He dodged the attacks, but he turned around and was blasted off his feet and landed with a thud.

"That Kingpin guy, he said I could control things with electricity, but we'll see when I turn up the juice," said Electro with a grunt as he knocked Spider-Man to the ground before he shot a bolt of electricity towards a car and he manipulated the car, so it drove right towards Spider-Man. Spider-Man winced, as Electro had continued to direct the car. "Even you can't protect yourself from this power surge, Spider-Man."

"Stop it with the corny electricity puns already!" shouted Spider-Man in a frustrated voice, before he reached forward and removed the gas cap off of the car, causing the fuel to leak from it. This appeared to do the trick as the car sputtered to a stop but Electro jumped forward and blasted Spider-Man right off of his feet. Spider-Man landed right in front of the electrical fence. "Oh boy, not good, not good…"

Thankfully, Spider-Man dodged out of the way before he was fried. Spider-Man was knocked right through the open gate, right into a construction site.

"I hope that one gave you a real, charge, Spidey!" cackled Electro but he moved forward. "What's the matter, out of juice, well I'm just getting fired up! Circuitly you can't hope to defeat my power!"

"Well, if you think you can beat me, then have at it, but I doubt you have watts enough to defeat me," said Spider-Man, before he stopped, nearly slapping himself for the really bad pun. "Great, now you have me using them!"

Electro threw two more lighting bolts at Spider-Man but the web head avoided the attacks but as it turned out, they were not aiming for him. Rather they electrified two pieces of construction equipment. Spider-Man turned around, as his spider sense warned him at a giant wrecking ball moving towards him. He leapt up to dodge the attack, but Electro willed it around, with the wrecking ball swinging once again. A strand of webbing was shot right up on to a dormant crane, allowing Spider-Man to pull himself out of the way. Electro just sneered, before he caused the crane to operate. Spider-Man swung around, trying to hang on, but he was launched off right down to the ground. He landed with a thud, completely groggy as Electro flicked his fingers and a piledriver machine moved over, stamping on the ground, moving closer to Spider-Man. It was just a moment away from Spider-Man and was about to squash him completely flat.

At the last second, Spider-Man slid out of the way, before he bounced up to his feet. With a swift movement, he shot his webbing, in an attempt to disable the piledriver, but Electro jumped forward and zapped a wave of electricity with his hand. Spider-Man managed to avoid the impact, before he looked over, towards a stack of tires.

" _Convenient, but I'm not about to look a gift horse in the mouth," thought Spider-Man, as he webbed himself up._

"Not so fast Spider-Man, I'm not going to let you, volt out of here!" shouted Electro in an utterly crazed manner but Spider-Man grabbed one of the tires and flung them right at Electro. He zapped the tire down, but as quickly as possible, the Spider-Man flung tire after tire towards his enemy. Electro blocked most of the attacks, but after a spell, the tires covered him. He attempted to zap his way out of there, but found himself completely trapped.

"That should hope you for a while," said Spider-Man in a disapproving voice. "Now I want you to sit down and think why you shouldn't make a current of bad and extremely cheesy puns and also for making me use them…"

Spider-Man was cut off, when a figure appeared from behind him, made completely out of sand. The sand twisted into the form of Flint Marko and then the arm twisted into a large hammer. Spider-Man spun around, alerted by his spider sense, and he ducked one swing from the hammer but the second swing was not so lucky as he was knocked right on the ground. The sand figure stepped forward, before he raised his arm.

"Spider-Man!" bellowed Marko as he swung his hammer down, but Spider-Man rolled out of the way. The hammer smashed down onto the ground where he once was. Another swing and Spider-Man just barely pulled himself out of the way, before it smashed right towards him. "I got a score to settle with you, web creep."

"What is this?" asked Spider-Man as he dodged another blow from the sand hammer. "National pick on Spidey day?"

"I've been waiting to tangle with you since you cost me that big payday," said Marko as he swung his sand hammer down, but Spider-Man dodged the attack, before he attempted to wrap Marko up with webbing. It worked, for a brief moment, before the villain twisted himself out and his hand extended forward, before it grew to several times its normal size and knocked Spider-Man with a punch. The hero crashed into the side of the piece of the equipment and just barely had enough time to dodge before Sandman cracked him right in the face. "Stand still so I can bug squash you, you wall crawling, creep!"

"Now that hasn't worked with any other criminal, so what makes it think you can work with you…" stated Spider-Man, before he trailed off. "I'm sorry, I don't think we've been formally introduced and I kind of like to mock my opponents by name."

"The name's Flint Marko, but that was another time, before I turned into this freak," said Marko he tried to smash his enemy with duel sand hammers, but Spider-Man back flipped out of the way, before he bounced off the half constructed building and shot some webbing at his opponent, but Marko once again found a way to escape. "With this power to manipulate sand, you can call me Sandman!"

"Right, I bet you stayed up all night thinking about that name," said Spider-Man dryly, as Sandman rose up and smashed down towards Spider-Man but the web head slid out of the way at the last second. Spider-Man was grabbed by Sandman's hand that burst out of the ground and then flung right to the ground. Sandman raised himself up into the ground, and smashed down onto Spider-Man once again.

"And once I get to done with you, the Kingpin's next for what he did with me," said Sandman as two sand fists flew right towards Spider-Man but he dodged the attack.

"The Kingpin?" asked Spider-Man, he had heard the name once from Electro, but he had not thought about it.

"Yeah, some big time crime boss, no the big crime boss in New York, but you don't need to worry about him, worry about what I'm going to do to you," remarked Sandman, as he swung a sickle like sand arm and cracked Spider-Man right in the ribs.

"Okay, that one stung, now I got to figure out a way to wrap this guy up, he gets stronger by the moment it seems," muttered Spider-Man as two more swings with the sand hammer had narrowly missing Spider-Man. He continued to dodge and weave. Once again, he vainly attempted to wrap Sandman up in his webbing, but that worked just as well as it did the previous times he attempted it. Sandman twisted out and moved in for another attack."

"Don't you know by now?" asked Sandman mockingly as Spider-Man narrowly avoided another smashing attempt by the sand hammer just barely. "You're little spider tricks don't work on me!"

Sandman swung his hand and knocked Spider-Man for a look. His fist extended forward but Spider-Man dodged the attack, before he looked up, spotting an open bucket of tar and he leapt out of the way of another vicious Sandman punch. He dropped down and avoided the attack, before he webbed onto the barrel behind him. He pulled forward and sent the tar flying. The substance splashed onto Sandman. The villain struggled, in an attempt to pull himself loose, but it held his sand molecules together, just barely. He struggled.

"Once, I get out of here, Spider-Man…" stated Sandman but he was webbed in place and silenced. This time, it held him in place, at least for long enough, as Spider-Man slumped forward, breathing heavily after that battle. Electro was still captured, as was Sandman and the police sirens had arrived, with cars pulling up, with Captain George Stacy exiting.

"Spider-Man, I see you've managed to finish in time for us," said Captain Stacy as he arrived.

"Yeah the guy in the tar, webbed up is Sandman, as you can guess by his really imaginative name, he can control sand and is hard to contain, the other guy is Electro, powered by electricity, I'd watch those two, they could be very slippery," said Spider-Man. "Be very careful, they gave me quite a bit of trouble."

"Absolutely, Spider-Man," agreed Captain Stacy, before he turned with a business like tone. "Send for specialized back up, we're going to need to contain these two…"

Spider-Man drowned out the instructions that Captain Stacy, was giving, remembering the last time that he came face to face with him, Spidey had punched him. Granted, it was because it was because he was under the influence of Mysterio, but that never stopped Spider-Man from feeling guilt before.

"I believe you can head out, Spider-Man," said Captain Stacy. "We can handle this from here, thanks for the help, it's much appreciated…"

"No problem and I'm sorry," said Spider-Man which caused Captain Stacy to look at him. "For hitting you the other day…"

"No need to apologize Spider-Man, you were under the influence of Mysterio and had no control over your actions," replied Captain Stacy sternly. "Don't feel guilt over it, my daughter explained how close you came to dying, but I guess she and Peter figured it out in the end."

"Yeah, thanks to both them," said Spider-Man with a nod, as he raised his hand, before he pulled himself up but he turned, purely on a whim. "Captain, have you ever heard of someone who calls himself the Kingpin?"

"So you've heard," said Captain Stacy carefully choosing his words. "Yes, the Kingpin is perhaps the crime boss in all of New York. He's said to have consolidated all the gangs in a hostile and quite bloody takeover years ago in New York, into a criminal empire that is without peer. No one has been able to pierce the veil of mystery surrounding the Kingpin. Many think there's no way it could be one person with the number of dirty businesses that he has his hands in but whoever the Kingpin is, he's dangerous. I have hit so many dead ends regarding the Kingpin that I couldn't even begin to remember, but the fact is he's out there and he's dangerous to anyone who stand sin his way."

"And he was behind Electro and Sandman and maybe even Rhino as well," mused Spider-Man, he turned to leave. "Right, thanks Captain, I'll be sure to be on my guard."

Bullseye stood on the building below, as he watched Spider-Man swing through the sky, with great contempt.

"The web head's just defeated Electro and some guy calling himself Sandman, couldn't really hear much of it, boss," reported Bullseye.

"Marko must have survived his little accident after all," said Kingpin thoughtfully. "How intriguing."

"Shame, he didn't knock off the web creep, both those two goons are being taken off," muttered Bullseye, as he fingered the dagger in his hand, before he held a note in the other. "And he knows who you are, Kingpin."

"As I had planned, now for the final test regarding Spider-Man," said the Kingpin. "Just send a message Bullseye, don't accidentally kill him or you'll be next."

"I don't do accidents," grumbled Bullseye as he held his dagger, attaching the note right to the dagger, and flung it.

Spider-Man spun around, his spider sense alerting him of danger. The dagger connected right to the wall, attaching the note to the wall. He looked up and saw a flicker of a figure, but he had quickly departed. Walking over, he saw the note was addressed to him. Detaching the note from the bent dagger, Spider-Man unfolded it to read it.

"Spider-Man, I have sent the super villains after you and if you want them to stop, come to the basement of the abandoned Silvermaine Industries Corporate Headquarters in Manhattan at precisely five o' clock tomorrow morning," read Spider-Man as he continued to read the note. "Come alone. If anyone is caught with you, they will be killed immediately. Do not come a second sooner. I look forward to meeting you and by now, you have figured out who this is."

Spider-Man turned and crushed the note in his hand.

"Alright, Kingpin, you want my attention, you got it," said Spider-Man as he swung up, preparing to play the Kingpin's game, at least for now.

"Find everything you need, Gwen?" asked Captain Stacy as he arrived back at the station, where his daughter was sitting in front of the computer.

"Just about, give me another few minutes, thanks for letting me use the computers, the one at home is on the blink again," said Gwen with a look of frustration, as she had tried to use hers for a project but it had something wrong with it. Being who her father was, the station was always open to her.

"I know, I'm wondering why we even got that new computer, I mean, the one's at the station are older, but at least they don't break down every other week," said Captain Stacy with a laugh. "Had to deal with a situation, with Spider-Man once again, two criminals calling themselves Electro and Sandman, but I'll say it once and I'll say it again, thankfully Spider-Man's shown up, this new breed of super powered villains is not exactly what I was trained for, although if you believe what Jonah says in his paper, he's the cause for it but that's really trying to figure out whether the chicken or the egg came first."

Gwen returned, no doubt Peter would fill her in on the details, before she continued to work at the computer, as her father walked off to file some paperwork. Seconds later, a familiar figure walked by. While he was concealed with a hat and a coat, there was no mistaken that mustache anywhere. It was J. Jonah Jameson and the Daily Bugle publisher slipped inside an office. Gwen got a good look at the door, marked "GARGAN". Under the pretext of collecting some paper from the printer, Gwen attempted to listen in.

"So, you want me to investigate this Parker kid," said a gruff voice. "Think he might be into something…"

"I just think he knows more about that wall crawling menace than he lets on, so follow him around, see what he knows or doesn't know, I'll pay you Gargan, you know I'm good for it," muttered Jameson in a low tone of voice, but just loud enough for Gwen to hear.

"Fine, Jonah, but it's going to cost you, I'm a high end private detective, not some babysitter of fifteen year old kids," said Gargan. "My work is among the best…"

"That's why I've hired you, Gargan," said Jameson. "You've brought drug lords and corrupt politicians down with your skills, you can find out what some teenager is up to."

Gwen turned and walked away, she had enough. She moved from the station quickly, trying not to look too guilty, before she pulled out her cell phone and tried Peter, but there was no answer. She walked off, if all else fails, she could catch Peter at school in the morning, she just hoped that Gargan would not catch onto anything incriminating before that time.

" _Okay note to Aunt May, saying that I had to leave early to do some research, but I've promised to get some breakfast before school, providing I'm still in one piece because this totally reeks as a trap to kill me," thought Spider-Man as he dropped down. "Oh, and I have to get a new cell phone, because Electro totally fried mine. I sure hope no one tried to call me the other night."_

Pushing the door open, ready for anything, he walked inside before he headed down the basement stairs. The building was in disrepair, having not been used for years and with every step, Spider-Man kept himself ready.

His spider sense flickered, just in time to avoid a dagger whizzing right by his head. The dagger hit the wall and Spider-Man turned around, to see a bald headed man stand right in front of him and threw another dagger right at Spider-Man. His spider sense was just quick enough to avoid the dagger, whoever this guy was, he had tremendous accuracy. Spider-Man propelled himself forward and pulled the third dagger out the hand of his attacker with a strand of webbing.

Bullseye grunted, before he threw himself forward. His hands proved to be just as deadly as an weapon he could throw or would in this case, if Spider-Man had dodged out of the way. Bullseye dropped down, before he picked up a piece of pipe and lobbed it expertly towards Spider-Man. With a clang, it caught Spider-Man right in the chest and staggered the hero. Another dagger was thrown right at Spider-Man but he ducked and dodged, before he propelled himself feet first against Bullseye. Bullseye was struck full on in the chest with both feet and knocked to the ground. The hitman pulled himself up and grabbed a chain and swung but Spider-Man ducked it before he pulled the chain from his hands with his webbing. With great ease, Bullseye was flipped up into the air, before he was webbed upside down by his feet from a section of piping.

"So, if you're the Kingpin, I'm not impressed," responded Spider-Man as he looked at his struggling enemy, who was looking like he would rip Spider-Man to shreds if he was given a chance.

"You don't need to be impressed by him, Spider-Man," said a voice that caused Spider-Man to turn around and he saw a monitor on the wall flipped on, revealing a silhouetted figure with an obviously distorted voice and two men dressed in suits walking from a side entrance. "Bullseye, prodigal as his accuracy may be could not pass for the Kingpin of Crime. That honor would be for myself and myself alone."

"Why did you send all of those super villains after me?" demanded Spider-Man.

"I assure you I didn't do it out of any ill will towards you Spider-Man," said the Kingpin with a chuckle. "It was merely a means as to test your abilities. I rarely trust the word of others, but now up close, I have seen that you are more than able to hang with some of the most dangerous people in the city."

"You could have injured or even killed countless people," said Spider-Man, in an irritated voice which caused the Kingpin great amusement.

"No need to take it personal, Spider-Man, it's merely business," responded the Kingpin calmly. "You've passed your tests with flying colors and now you have been deemed worthy to be employed by the Kingpin."

"Employed by the Kingpin?" asked Spider-Man as if this entire matter was absurd. "You mean work for you?"

"Now you're catching on," responded Kingpin. "And not just work, be one of my chief enforcers, dealing with any threats to my empire. And if you wish, I will give you the occasional super powered menace to really put your skills to the test."

"So you want me to be your personal enforcer, your personal attack dog, and take out anyone who opposes you," said Spider-Man as if he could scarcely believe it.

"Now you get the picture and as you can see, I pay well," said The Kingpin as one of the men in the suits opened a briefcase, revealing stacks and stacks of one hundred dollar bills, more money than Peter Parker or Spider-Man had ever seen or will ever see in his life. For a brief, weak moment, he was sorely tempted, he would never have to worry about not having enough money to take care of Aunt May or anyone else for that matter. A few years with the Kingpin could set him up for life. "All I ask is you turn a blind eye to my less than ethical operations."

That statement brought Spider-Man crashing back down to reality and brought him to his senses, as he recalled what happened to Uncle Ben, the last time he turned a blind eye. He felt dirty considering it even for a minute.

"I can't just turn a blind eye Kingpin, no matter how much money you shove under my nose," said Spider-Man firmly.

"A shame," said the Kingpin. "But sadly, a reality I expected. Go forth Spider-Man and leave now. You will be allowed to live today, but know this. Those who oppose the Kingpin have their lives cut short. "

"I look forward the attempt and I will stop you and find out who you are," warned Spider-Man as he turned his back, half expecting to be stabbed or shot but nothing happened, so he got off.

"You should have iced him boss," said one of the henchmen.

"I will if he causes a problem," said the Kingpin with a chuckle. "Regardless of what path he chose, I still would have won."

"How?" asked the henchmen.

"These battles between the super villains and Spider-Man are bound to raise insurance costs through the roof and that benefits people who own such companies like myself," answered the Kingpin. "I never lose, I just take paths that lead to different success."

Peter walked forward, as Gwen rushed right towards him.

"Peter, you weren't followed, were you?" asked Gwen.

"No, why would I be followed?" replied Peter in a confused voice.

"Inside and I'll tell you all about it," said Gwen as she grabbed her boyfriend by the hand and they walked inside. For once, Peter was actually on time, not only on time, but rather earlier.

"What's the deal about me being followed?" prompted Peter.

"I was at the station last night, when I saw your boss walk into the office of a private investigator named Mac Gargan," explained Gwen in a low tone of voice. "He hired Gargan to follow you around, he hasn't figured it out yet, but he suspects you know more about Spider-Man than you're letting on."

"Guess, I'm going to have to be more careful from now on," said Peter but he thought that if he was being followed, his spider sense would alert him of the threat.

"Yes, really be careful, Gargan's one of the best, he's been at this game for a while, according to Jameson, he's gathered evidence to put away drug lords and corrupt politicians and who even knows what else," said Gwen as she looked from side to side. "And maybe we better watch exactly how we talk about your…job in public."

"What, I don't think anyone's caught on yet," said Peter.

"But they will," answered Gwen. "Just keep your eyes open for a while, eventually Gargan's going to get tired of tailing you around."

Peter nodded, he would have to agree. He had been a bit careless, even he would have to admit. The amount of times that Peter Parker rushed into an alley and Spider-Man swung out, it was a wonder that no one had caught him. Granted, he was extra careful to look but there were times where the crimes he fought mandated.

"You know, I'm ungrounded tomorrow, so let's celebrate," said Peter. "Maybe catch a movie or something after school."

"That sounds like fun," said Gwen brightly, with hope that there would be no need for Peter to assume his another identity but that was always hoping for too much.

At a government facility at the outskirts of town, two guards looked rather bored, as they stood outside a containment tank, containing a stocky, powerful man with dark hair, dressed in brown, put in stasis.

"Easiest job I've had, just watch some guy in a tank for eight hours, until our shift ends," said one of the guards.

"Guy gives me the creeps," said the second guard. "They say he's a human Juggernaut, once he gets going, nothing can stop him."

"Don't worry, he's in the tank, it's safe, he won't be breaking out any time soon," said the first guard. "And if someone wanted to break him out for whatever reason, he'd have to get past us first."

"A simple challenge, you sniveling Homo-Sapiens" declared a figure in a condescending voice, as the guards turned, but their weapons were ripped from their hands by a magnetic force. Two pieces of metal ripped from the wall, before they contorted, wrapped around the guards and held them in place. The next moment, the control panel of the tank was fried by a magnetic charge, and as a result, the containment tank failed. "This should keep Charles and his students busy while I carry out my plans."

The tank sprung open as the prisoner exited. The man's name was Cain Marko but he also was called the Juggernaut and he was not at all too pleased at being contained.

"Out of my way, you puny wimps," growled the Juggernaut as he smashed open a glass case before he pulled out his helmet and placed it on his head, to complete the outfit. "Now to pay my dear step brother a visit and if his little X-Pukes get into the way, I'll flatten them."

The Juggernaut smashed through the wall, revenge on his step brother, Charles Xavier on his mind as he began to go on a rampage on his way to the Xavier Institute.


	11. Mutant Mayhem Part One

**Chapter Eleven: Mutant Mayhem Part I:**

"I had a wonderful time today," said Gwen as she embraced Peter as they stood on the steps of her house as it was getting closer to dinnertime.

"And without an incident as well, I guess someone decided to through me a bone," said Peter. "You know, I might actually have a peaceful evening…"

A loud smash echoed from down the street and jerked Peter out of his thoughts and he stepped back from Gwen, before his eyes widened. He saw a large figure, dressed in brown rampaging down the street, not letting anything that got in his way.

"So much for that peaceful evening," said Gwen as she gripped Peter's hand. "I guess that means…"

"I'm afraid so, Gwen, get inside where it's safe, I'll go get help," said Peter, as they exchanged a quick kiss before they broke apart. Gwen anxiously watched him run off around the corner, looking over his shoulder to make sure no one was coming. Then she stepped inside, ever so reluctantly, resisting the temptation.

The Juggernaut continued his rampage, smashing everything that got in his way. Buildings, statues, vehicles, all fell way when the Juggernaut got going. People would either scatter or be flattened by the awesome power of the massive Juggernaut.

The Juggernaut felt something bounce off of him. He barely bothered to look, as Spider-Man dropped to the ground and landed with a pained thud.

"Okay, that didn't work, ow, that really didn't work," grumbled Spider-Man as he rose up to his feet, before he turned and sprung up, before he landed right in front of the Juggernaut. "Alright, I don't know where you're going, but you're putting innocent people in…"

Spider-Man was hoisted up off the ground and tossed to the side casually like he was nothing.

"Out of my way, you puny wimp," grumbled the Juggernaut as he did not even turn or pause a second to watch Spider-Man pull himself up.

"This should slow you down," said Spider-Man as he raised his arms and shot strands of webbing, wrapping around the Juggernaut and pulled, but his unstoppable enemy continued to walk forward. As a result, Spider-Man was dropped to the ground and the Juggernaut continued to move forward, dragging Spider-Man on the ground with him. "Whoa, stop, don't…watch out, you're going to drag me out into incoming traffic."

"Nothing can stop me," growled the Juggernaut as Spidey's webbing finally was stretched and broke off the Juggernaut. Spider-Man looked up, if this man went into the city, there could be no stopping him. In an instant, Spider-Man sprung back up to his feet and landed right in front of the Juggernaut, but the Juggernaut just roughly pushed him down.

"Alright, that's it, I'm getting sick of getting knocked on my backside," said Spider-Man as he shot his webbing around a light post before he pulled himself up and began kicking at the Juggernaut but the unstoppable force just casually swatted Spider-Man to the side. Spider-Man swung around and attacked an assault from behind, but there was no guide. He watched as his enemy punched a gate off of the hinges and continued to move forward. Spider-Man swung around from the side and shot a strand of webbing right around the Juggernaut but he continued to move.

"Not going to stop me," said the Juggernaut as he shrugged Spider-Man off and caused the web head to go for a spin, causing him to land right in a parking lot up to the side. Spying a grocery cart, Spider-Man grabbed onto it, pushing it on a steep hill where the Juggernaut was currently climbing.

"I sure hope this works," muttered Spider-Man as he put all of his power right behind the grocery cart, as he zoomed down the hill, right towards the Juggernaut, who slowly but surely walked up the hill. With one punch, the cart was knocked off balance and Spider-Man spun, the cart tipping over, right towards a semi truck that came down the hill. Spider-Man shot a line of webbing, pulling himself up onto the semi-truck before he was ran over. Then he ran up it, before he dove right onto the Juggernaut but once again, he was shrugged off. Landing right on the sidewalk, just barely gaining his balance, Spider-Man leapt in front of the Juggernaut and went for a punch but it just impacted the monster's chest and Spider-Man was shoved off of to the side. "That's it, no more Mr. Nice Spider-Man!"

Spider-Man shot several strands of webbing, connecting them two posts on either side and then onto the Juggernaut. The Juggernaut continued to move forward, as Spider-Man used even more webbing in attempt to hold back the unstoppable but all that did was strain his supply of webbing. He reached into his belt, pulling out a spare cartridge of webbing and pressed a button on the side and threw it right towards his opponent. The webbing released, covering the Juggernaut in a cocoon but he ripped through the webbing. Spider-Man desperately swung a punch right towards his enemy but it just bounced off his thick body. More punches failed to stop him and Spider-Man was roughly shoved to the ground like he was absolutely nothing.

"What's the rush anyway?" asked Spider-Man as he winced, watching Juggernaut over turn a parked car.

"Got a little payback to dish out," grunted the Juggernaut as he overturned two cars at the stoplight, which caused Spider-Man to move in, creating a net of webbing, before he pried the doors open. It was very lucky the people inside the cars escaped with a minimum of injuries.

"Unfortunately for you, all these innocent people are being put in the crossfire and that's not something your friendly neighborhood Spider-Man approves of," admonished Spider-Man as he ripped a car bumper off one of the downed cars with a webbing and swung it around, causing it to smash the Juggernaut right in the chest but his unstoppable enemy busted it. "Just who are you anyway?"

"I'M THE JUGGERNAUT, BITCH!" bellowed the Juggernaut as he grabbed Spider-Man and hoisted him up, before he threw the web head down, causing him to land with a thud on a concrete slab. Spider-Man willed himself to his feet, just barely, as he watched the Juggernaut continue his rampage.

"Why do I have a feeling this is going to be a long night?" grumbled Spider-Man.

Out at mansion far outside the city, a bald middle aged man sat in a wheelchair, watching the carnage caused by the Juggernaut that had been caused throughout the city on a television located in the kitchen. It was as he had feared, since he had just gotten news within the past hour that the Juggernaut's containment tank had been failed or rather sabotaged and the Juggernaut was released. The man's name was Professor Charles Xavier. He was one of the rapidly emerging and growing minority groups on earth, mutants, humans that were born with unique and by the definition of some, unnatural powers. He was a high level telepath, with the ability to read, alter, and control the minds of others, even though he chose to partake in the final two activities unless absolutely necessary as it rarely ended with good results. Xavier had a great deal of knowledge of mutants and created a school, the Xavier Institute. The purpose was to train those students so they could control those unique abilities without harming themselves or others. The gifts they had received could be used for good and Xavier hoped that humanity would in time accept that, even though what little knowledge there was available about mutants had caused many people to panic.

Then there was the flipside, the gifts being harnessed to do harm, and it was a sad realization that many would take that path.

Nevertheless he watched the battle and noticed a figure who was valiantly fighting Juggernaut. Naturally Charles Xavier was one to keep up with the news and he recognized the opponent being Spider-Man, a hero that seemed to be an enigma to some people. The only thing that Charles could determine was that he was not born with his powers, so technically he was not a mutant but still there was some factor that allowed him to obtain what powers he did. Spider-Man was only a mild curiosity to him, but now, as he watched Spider-Man fight his step brother, the hero was in way over his head, beyond anything he was likely to have faced in his life.

" **My X-Men, report to the kitchen at once, your assistance is needed," thought Xavier, sending a message to his X-Men telepathically.**

Xavier waited as he sensed his students scrambling to meet him. He awaited patiently, before the door opened, to reveal a young man with brown hair, nineteen years of age, wearing ruby quartz glasses. His name was Scott Summers, codename Cyclops. With the ability to fire optic blasts, he was Xavier's oldest student and the leader of the X-Men. He lead the way, followed by the other members of his team.

"What's the cause of the emergency, Professor?" asked Cyclops, adopting a formal tone of voice.

"They say a picture is worth a thousand words," responded Xavier calmly. "Let the images that unfold before you on screen tell the story."

"The Juggernaut?" asked a young man, twenty one years of age, named Hank McCoy, code named Beast, a mutant with a variety of skills in acrobatics and strength, putting him beyond the scope of most humans, not to mention his intelligence. "How can this be? I was under the impression that he was locked up, never to torment us again."

"This is bad," said the youngest of the group, a fifteen year old man by the name of Robert Drake, codenamed Iceman. As it was obvious by his name, he had the power to create and manipulate ice. "I mean, last time we fought the Juggernaut, we barely got out of there alive. If it wasn't for Professor Xavier I mean, we would have been crushed."

"It was a team effort, it took each of you to get the helmet off and render the Juggernaut's mind susceptible to manipulation but he may anticipate that attack this time and take measures to safeguard the helmet in anyway possible," said Xavier. "It's partially my fault, I should have reached out to him, Cain was always a trouble soul…"

"Making excuses for that guy again, eh, Chuck?" asked a short, but vicious looking man with black hair and side burns. He was simply known as Logan, codenamed Wolverine, with a skeleton made out of solid Adamantium and with a healing factor that allowed him to sustain inhumane amounts of punishment. Most of his origins was unknown to him. "If you ask me you should have lobotomized…"

"Logan, you should treat Professor Xavier's decisions with respect," interrupted Cyclops, who was always a little unnerved about Logan's participation on the team due to his incredibly loose ethics and viciousness. He was a loose cannon and a disaster to human-mutant relations waiting to happen. "He has a reason for trying to help his step brother…"

"Problem is said step brother doesn't want help, so he should be dealt with," interjected Wolverine as he looked at Cyclops. "So if you want to be a boy scout, well that's fine. Good look trying to last that way in the real world, bub."

"Will you two knock it off?" demanded the only female on the team as of this moment, a fiery nineteen year old girl with blazing red hair and green eyes named Jean Grey, codenamed Marvel Girl. Her powers were telepathy, although not as strong as Professor Xavier's abilities, along with telekinesis. "We have a serious situation on our hands, and you two decide to bicker now of all times. We can have an argument about ethics later, right now we have to worry about containing the Juggernaut. Yes, Logan, contain."

"Jean is right with this situation, I fear that Cain's unique powers may prevent anything other than containment regardless of any ethical issue," said Xavier calmly.

"Is that who I think it is?" asked Iceman his eyes widened.

"My word, Spider-Man," said Beast in astonishment. "I thought he was merely a legend."

"Yeah people say the same think about mutants, Hank," responded Wolverine gruffly. "Kid's got more guts than brains, taking on the Juggernaut."

"He doesn't stand a chance though," said Marvel Girl as she watched the screen, along with Cyclops as well. Both watched in half awe, half horror, at the fact that Spider-Man was able to hold his own against the unstoppable for this long.

"And that is where you come in," said Xavier. "Spider-Man is going to need assistance if he hopes to survive this battle with the Juggernaut. Regardless of what his prodigal powers may be, Cain is a force of pure destruction and he has no care for any who he harms."

"All the more reason to put him down," growled Wolverine as his claws popped out, ready for a fight.

"Suit up and to the Blackbird in five minutes, sooner if we can," ordered Cyclops pulling himself away from the battle for long enough to address his team. With little argument, other than the nasty look from Wolverine, the team went there separate ways to do as Cyclops had asked.

"Got to stop this guy, somehow," grunted Spider-Man in frustration, as a barricade made of webbing was only able to stall the Juggernaut for a mere fraction of a second. Throwing all caution to the wind, Spider-Man bounced up and struck the Juggernaut with a punch, that served little purpose. Still, with the unstoppable still tangled, Spider-Man looked over, seeing a bus abandoned, parked on the side of the street, a crazy idea entered his head.

Entering the bus, Spider-Man sat in the driver's seat. With a turn of his key, he started it up and he turned, before he floored the gas, the bus barreling right towards Juggernaut at full speed. Unfortunately, for Spider-Man, Juggernaut just calmly raised one hand and punched the bus right over. Spider-Man threw himself out of the buss, just before it burst into flames. The arriving police had held civilians back and threats directed towards the Juggernaut, not to mention bullets, had no effect in stopping his path, as he knocked away vehicles and lamp posts. Spider-Man saw as the Juggernaut made his way into a parking lot leading to a factory. The hero swung over right in front of the Juggernaut but once again, he was shoved to the side.

"Quit getting in my way," grumbled the Juggernaut loudly, as he smashed through the factory, but Spider-Man had an idea, once seeing that it was abandoned. He swung inside, to shoot strands of webbing, grabbing onto the support beams and tugged them with all of his might, pulling several of them loose. He could only do it two at a time, but the warehouse began to crumble right above the Juggernaut, as Spider-Man through a crate to break a window before he swung out just in time, as the entire warehouse collapsed right on top of the Juggernaut.

Spider-Man dropped down, panting heavily, as he looked up, a sudden realization dawning on him, especially since no Juggernaut appeared from the building.

" _I can't believe it has come to this," thought Spider-Man. "Having to kill him…he's put so many in danger, sure…but there are still other ways."_

Spider-Man's horrified thoughts were interrupted, by the Juggernaut smashing through the wreckage, completely and utterly unscathed. Spider-Man looked on in horror, before he jumped forward. A casual swat knocked him out of the air and caused him to land on the ground.

"As if dropping a building on me could have slowed me down," said the Juggernaut as he continued to move forward. He was not too far away from where he wanted to go. Stepping forward, he knocked Spider-Man for a loop with a huge punch. Another huge punch and Spider-Man was staggered, knocked completely out of the way. The Juggernaut continued his path and Spider-Man turned over, in pain, before he desperately tried to web the Juggernaut's legs together.

"Maybe this wasn't such a good idea," grumbled Spider-Man as he was dragged by the Juggernaut, right towards the same construction yard where he had fought Electro and Sandman in previously. The webs snapped and Spider-Man was sent for a tumble. He looked up, in an attempt to figure out where the Juggernaut was, as he smashed through the fence like it was nothing.

An optic blast blew a small hole in the ground where Juggernaut stood, but the man kept moving, just as the Blackbird landed and the five X-Men exited, as Spider-Man struggled to get back to his feet.

"Ah Charlie sent his little brats to do his dirty work," grunted Juggernaut as he moved forward, as the X-Men moved into a battle formation. "Out of my way you puny wimps, nothing can stop the Juggernaut."

"Remember just like we practiced, in the Danger Room," lectured Cyclops. "We have to slow him down so we can remove his helmet."

"Only this time it will hurt more," said Iceman but they moved in for the attack. Cyclops sent in an optic blast right towards the Juggernaut, as Iceman slid down an ice slide. He bounced off the Juggernaut, and Beast dove in, in an attempt to remove the helmet. The Juggernaut swatted him off, before Wolverine dove right at him, claws drawn and swiped at the Juggernaut. They just barely made a dent in the unstoppable force, and Wolverine was thrown into the air, before he was tossed right at Beast. Suddenly, the Juggernaut was levitated a tenth of an inch off the ground.

"Can't hold him," gasped Marvel Girl. "The force of his powers too strong…"

She was sent down as the Juggernaut moved forward. Marvel Girl pulled herself as the X-Men regrouped.

"Iceman get in position behind him, everyone else stand back!" shouted Cyclops, as he prepared to pull down his visor. A bright red light illuminated the sky, as the optic blasts caught the Juggernaut with full power, with Iceman icing the ground. The Juggernaut crushed the ice, not even slipping on it, before he rushed forward, hand extended and palmed Cyclops right in the face, causing him to land in the ground, optic beams shooting into the air. Closing his eyes, he rolled to put his glasses back on. "Everyone regroup we need a plan."

"Plan, who needs a plan, that's your problem, you think too move," grumbled Wolverine as he dove up, claws extended and he stabbed them right underneath the mask of the Juggernaut. "Alright, bub, I'm going to remove this helmet, don't care much if your head is still attached to your body…"

"Out of my way, you puny puke," grumbled the Juggernaut as he shoved Wolverine to the side, before he stomped on him. Wolverine continued to fight, but the Juggernaut threw him to the ground.

"Wow, really wonderful plan, Logan," said Cyclops in a bit of a sarcastic tone of voice as Wolverine just grumbled at him. "Maybe we could now try actually working as a team to get the helmet off."

"We need to incapacitate him somehow, maybe some of this construction equipment can be used to our advantage," suggested Marvel Girl but suddenly, a figure swung into action.

"Why don't you let your friendly neighborhood Spider-Man take a crack at it?" asked Spider-Man as he swung in, right at the Juggernaut, going around in circles.

"Surely he can't be serious," voiced Beast. "There is no way he can stop the Juggernaut."

"Kids got guts," offered Wolverine. "For his sake, I hope they ain't splattered everywhere after this is done."

"Should we help him?" asked Iceman.

"If he needs it," said Cyclops as he got ready, as he watched Spider-Man. "He's more reckless than Logan is at his most idiotic."

"Watch it, Slim," warned Wolverine as Spider-Man ran around to force the Juggernaut off balance, as he webbed a wheel barrow full of bricks and pulled it forward. The bricks smashed into the Juggernaut who didn't even flinch.

"If a whole building couldn't stop me, what makes you think those bricks would?" demanded the Juggernaut, as Spider-Man webbed onto a shovel, whacking Juggernaut right in the face to no effect, before he did a graceful back flip and landed on Juggernaut's back. "Get off of me you little…"

"Ah what's the matter big guy?" taunted Spider-Man. "Arms too wide to reach me."

"You can't hold on forever," said Juggernaut but suddenly, he found the holes of his helmet webbed off. Spider-Man turned with all of his strength, a quarter of an inch was all he needed to guide the Juggernaut towards a cavernous pit. The Juggernaut continued to move forward, before his legs gave out from underneath him. He collapsed right into the pit and Spider-Man pulled himself out at the last minute. The Juggernaut tried to pull himself up but Spider-Man pulled a lever on a cement mixer. The Juggernaut was completely trapped within the cement and unable to move. "You web crawling whelp, when I get out of here, I'm going to crush you…"

"Yes, I'm sure you'll try," said Spider-Man as he slumped, the arms on his costume torn slightly, but at least that was the only damage, as the X-Men walked over. "Don't know who you all are but thanks for the help."

"It is us that should be thanking you Spider-Man," said Marvel Girl, as Beast and Wolverine worked on removing the Juggernaut's helmet, revealing his face. "As for who we are…well that's kind of a long story."

"But in the future, Spider-Man you should leave these matters to people who could be able to easily control them," lectured Cyclops. "You could have been severely injured, the type of super villains that you fight on a day to day basis is one thing, the Juggernaut is an entirely differently thing entirely."

"Right I think my body agrees with you," said Spider-Man but Cyclops just responded by giving him a stoic look and turning his back, as if he was unimpressed that this would be a joking manner. "What's his problem?"

"Don't mind Scott, he's just a bit dedicated to leading the team," said Marvel Girl choosing her words carefully.

"Yeah, Jean's only saying that because she has a thing for our fearless leader," muttered Iceman but this caused Marvel Girl to respond with a look that caused chills to go down Iceman's spine and he backed off slightly.

"Still, I don't know much about you people," said Spider-Man.

"That will be an explanation for the trip back, but first some business needs to be taken care of, Spider-Man," said Xavier as he wheeled forward, as the Juggernaut looked at him with a hateful expression. "You must learn to let go of your hatred, Cain."

"Big man using that mind control junk on me, why don't you fight me face to face, Charlie?" grumbled the Juggernaut, but he was unable to stop the probe into his mind. The Juggernaut was put out.

"This should hold him until the authorities arrive, they are working on a temporary containment until the real thing can be put back online," said Xavier with a remorseful look as they headed to the blackbird. "Spider-Man, I do invite you with us, for the explanations you deserve and the unfortunate fact that we may need your help soon enough, as I fear the Juggernaut's release has more to it than meets the eye."

The X-Men and Spider-Man entered the blackbird. As Spider-Man settled himself in, Professor Xavier turned to the young hero.

"My name is Charles Xavier," said Xavier. "And to understand my students, first I must explain to you about the ever growing minority subsection of humans known as mutants."

Miles Warren concluded some last minute calculations on the updated version of his serum. Dr. Essex had ordered him to double efforts, after Essex had found out about the accident at the lab. There was still the manner of locating the victim of the bite, but Warren and Essex agreed that the hero known as Spider-Man might hold the key. At least that was the most prominent theory that seemed plausible but there would need to be an opportunity to study the hero up close.

At that point, the door burst off the hinges and flew to the ground with a smash, causing a man dressed in red with a purple cape and helmet on his head, for the express purpose of blocking out telepathic attacks. His name was Erik Magnus Lehnsherr, but he was known better by the name of Magneto, an extremely powerful victim who was the master of magnetism. Five rough figures walked forward. A young Australian man with the ability to control fire, dressed in orange with goggles walked in, named Pryo. A slimy man with greenish skin who had the ability for insane acrobatics and the ability to easily scale walls, along with grabbing things with his abnormally long tongue also walked up. The man was named Toad. Next came a heavy set, thick man, who was virtually unmovable named Blob and a man dressed silver body armor with a helmet with the ability to cause vibrations within the ground named Avalanche. Finally an ugly man with blond hair dressed in black walked in, named Sabertooth, who possessed many of the same abilities that Wolverine did, only with a far nastier temper and less morals as well.

"Professor Warren we have come for that formula that I have heard so much about," said Magneto as he walked forward with a humorless look. "I believe it holds the key to force humans to evolve to something more superior or perish completely."

"You can't have the formula," said Warren as he walked forward and attempted to open a desk drawer but a wave of Mageto's hand caused the drawer to slam shut on it. Warren winced, as the pressure continued to keep the door shut.

"We will have none of your common human violence, Miles," said Magneto as he motioned for Pryo to walk forward. "Now, you best talk or Pryo will be allowed to use more painful methods of interrogation on you."

"Better do it mate, or it's going to get real hot in here, real quick," said Pryo in a warning tone of voice as Warren struggled.

"Want me to rip this little puke apart," grunted Sabertooth.

"Patience, Sabertooth," said Magneto calmly. "Ripping him apart won't solve anything but I think the threat is more than enough to get our Professor Warren talking about his little formula. A fool wouldn't keep the actual finished product here with such lax security but I do believe there should be some sort of records of experimentation around here."

"It's in the filing cabinet," grunted Warren in pain. "Third drawer from the top, let me out of here, and I can open it, it needs a key. "

Magneto just turned without a word and the metal drawers sprung open.

"A simple challenge really, Toad, Avalanche, search the drawer, if our friend Professor Warren is lying in an attempt to stall for time, then he'll get to know Sabertooth really well," said Magneto as he turned to his minion, who gave Warren a nasty, twisted grin.

"Is this what you're looking for, Magneto?" asked Avalanche as he handed a stack of papers right towards Magneto who looked at them.

"I believe so," said Magneto as he read through the calculations, fair enough, but riddled with human imperfections. Still, it would serve his plans with little altering. "I had thought there would be more, it seems too simple really."

"Perhaps that little nerd's trying to pull one over us, thinking we're nothing but a bunch of dumb Muties," grunted Blob.

"I swear, that's all," said Warren and Magneto looked at him.

"I believe him, for now, but we'll see once we run our first tests, if I'm not pleased, then we'll return," said Magneto. "And this time, I'll let Sabertooth loose on you."

Sabertooth looked towards Warren with a twisted, ugly, grin, as Magneto and the rest of his Brotherhood left, Warren's hand being released from the drawer at that moment. He walked over, his boss would have to know about this.

"Dr. Essex, this is Professor Warren, and Magneto and his Brotherhood have stolen the formula for the serum," said Warren in a pained voice.

"All goes as planned then," said Essex calmly. "Magneto will use the formula on humans in his attempt to transform them into mutants, and depending on the results, I'll be able to see the effects, before our research is brought to the next level. You have done well Warren, I had expected Magneto to eventually learn of our work and his need to kick start a war with such an act of aggression plays perfectly into our hands."

"Menken, what do you mean the other stockholders have called a meeting a week from Monday?" asked Norman.

"I'm just delivering the message, Mr. Osborn, sir," said Donald Menken in a hurried, apologetic voice. "There are certain matters that they feel are a concern, the allegations against Oscorp are growing by the moment, but for all the stockholders to rally together in such a manner, they would need someone who has a great deal of influence to go against you…"

"Fisk," said Norman coolly. Fisk had his eyes on Oscorp for quite some time but Norman Osborn will not give the company up without a fight.

"There is a chance that you might be removed as the CEO, Mr. Osborn," said Menken nervously.

"A chance that will have to be negated, the name Norman Osborn still commands respect, I will find a way to counteract whatever I'm being accused of," said Norman calmly as he motioned for Menken to leave. "Now excuse me, but I have work to do."

"Of course, Mr. Osborn," replied Menken as he walked off. Norman should have been able to figure out that there was an attempt to takeover his corporation from underneath him but the problem was so occupied in perfecting the formula that he had little time to focus on this. Briefly, he imagined the potential applications the formula could have in dealing with his enemies, but there would be plenty of time to deal with that possibility, right now he had to prepare for the Board of Directors and Fisk's latest attempt to seize control for himself.

Spider-Man arrived, his head spinning. He had read about genetic mutation and had heard the rumors about the emergency of mutants, but this was far beyond anything he had experienced in his life. The fact of the matter was that he could see that once this got exposed to the public, in fact many had known already, but once it was more out in the open, there would be those who would fear mutants. Yet, mutants were just normal people, with special abilities, that could use them for good and bad, as Professor Xavier had rightly pointed out.

"Alarm system," said Beast suddenly, just not two minutes after they had gotten off of the Blackbird. "We have a bit of a problem, hostile mutant activity."

"What is it this time?" asked Wolverine.

"Magneto, I'm afraid and his Brotherhood are at it again," said Cyclops as he looked at the screen. "Magnetic interference, we should have seen this one coming since Juggernaut's containment unit was messed with."

"Great, that's the last person we need to go against right now," said Iceman. "What's his game this time?"

"I fear this is another misguided attempt by Erik to start a war between mutants and humanity," said Xavier.

"Wait a minute, another?" asked Spider-Man.

"There have been a few in recent years, none successful," explained Xavier. "Still they have exposed a mutants a bit more to the world and while there are some with their eyes and minds wide open, there are others who refuse to accept mutants for the gifts they have."

"Isolating the incidents of magnetic interference, I believe that we can pinpoint where Magneto has been," said Beast. "The first incident would be with the Juggernaut, the second one, a research facility belong with one Miles Warren…"

"Warren?" asked Spider-Man in surprise, this was the last thing that came to his mind.

"Yes, he's specializes in genetic manipulation, with a bit of a shady record," said Beast but he saw Spider-Man look far off. "You have heard of him, I believe."

"More than heard of him," said Spider-Man. "Let's just say, I wasn't exactly born with these powers…a genetically altered spider belonging to Warren bit me and that's about all I can say, but it transferred some of its DNA to mine."

"But, that's surely not possible, not without further physical mutation," argued Beast. "There must be some kind of x-factor that could be causing your genetic alteration to not mutate out of control…"

"Or maybe, X-Gene," suggested Marvel Girl which caused the other members of the group to look at her in confusion. "Professor, didn't you say that the X-Gene could be dormant within most humans, that it never activates."

"Correct, Jean, but we must account that the type of genetic altering that Spider-Man went through, that a dormant X-Gene would not be enough to keep his powers at bay," said Xavier. "I doubt Spider-Man is a mutant, in the traditional sense of the word either. An accident gave him his powers, an accident that should have by all rights, killed him."

"Look we can discuss this later, right now Magneto and his little cronies are going to kick start a war," said Wolverine impatiently.

"Right, I believe Magneto is heading to the ESU campus," said Beast.

"Whatever he's planning, the X-Men will stop him and the X-Men alone," said Cyclops as he looked at Spider-Man. "Once again, this is not a knock on your abilities but rather…"

"Scott, allow Spider-Man to assist you," said Xavier firmly. "Perhaps he would be the one factor that Magneto did not expect and may allow us to win today."

"If you say so, Professor," said Cyclops as Iceman mouthed his words behind him before the team, along with Spider-Man made their way back to prepare for the battle.

Harry was on his way home, when he came face to face with Flash Thompson and his friends.

"Hey, Osborn, fancy meeting you here," said Flash in a would be casual voice.

"Not too fancy, Flash, considering we're rather close to my house," said Harry calmly.

"Enough with the small talk Osborn, I want to know where you get off thinking you can ask my girlfriend to the dance," said Flash in a threatening voice but Harry just stood his ground.

"I was under the impression you two broke up and she seemed rather happy to go with someone who doesn't have the intelligence of a baboon," said Harry but Flash reached forward and grabbed Harry by the shirt.

"Did you just compare me to a monkey?" asked Flash.

"Well technically I guess I might have," said Harry casually. "Hands off the jacket, please, Flash, it costs more than your house."

"Alright rich boy, you think you're better than me," said Flash. "Just because your daddy has money?"

"Not because of that no, but let's face it Flash, she had to break up with you for a reason," said Harry. "I didn't twist her arm…"

"It's your fault Osborn," said Flash.

"Yes, because I asked you to bring my dead mother into the conversation Flash," said Harry, but his voice shook slightly.

"Hey, Osborn, I didn't know she was dead, perhaps if you wasn't such an anti-social misfit, I would know some of these things, but you and Liz, that's just a rebound, she'll come back to the Flash man sooner or later," bragged Flash as he stepped back. "Count yourself lucky, Osborn, I'm in a good mood. For all your money, it's a shame you don't know anything about the little games girls play."

"You obviously don't know too much either, considering you can't keep a girlfriend," replied Harry and Flash responded by clenching his fists but he turned without an incident. Harry refused to let anything Flash say get to him. His father was one thing, but Flash Thompson was another.

"A new age dawns," declared Magneto as he turned to his Brotherhood as they approached the ESU campus. "No longer should the inferior Homo-Sapiens rule the planet, rather Homo-Superior will be the race that declares the way that things would be. These humans will become one of us or perish, an unfortunate but necessary truth that both sides of this oncoming war will realize. Still my holy crusade will not be denied."

"Not if we have anything to say about it, Magneto!" cried Cyclops as he lead the way, with the rest of the X-Men arrived, with Spider-Man following behind.

"Ah yes, the famous X-Men along with…" stated Magneto as he looked at Spider-Man. "Forgive me, but I am afraid we have not been acquainted."

"Oh, me, I'm just your friendly neighborhood Spider-Man," said Spidey with a grin. "Perhaps you've heard of me, I've been in the papers quite a bit."

"Sorry to disappoint but I have too little time to follow the exploits of inferior humans," said Magneto as he removed the bolts from a metal gate, before he flung it casually using his powers, causing the X-Men and Spider-Man to scatter. "Brotherhood, dispose of these nuisances immediately, we have far bigger plans to carry out."

"With pleasure, Magneto," said Pryo as he raised his hand and pulled out a lighter. A flick and huge flames erupted from them, focused towards the X-Men. Iceman moved in, to sent a blast of ice. The ice met fire and it was a battle between the two elements. Pryo pushed hard, but Iceman took the fight right to him.

"Ah, Sabertooth, long time no see," said Wolverine as he rushed forward. "Can't say I was looking forward to meeting up with your ugly face again."

"We'll see who is ugly after I get through with you, runt," growled Sabertooth as he rushed forward and punched at Wolverine but Wolverine blocked it. The two mutants got what was basically the equivalent of a bar room brawl, as they traded punches. Meanwhile, the Toad crawled up the wall, before he did a flip over Beast, who landed on the ground, right in time for Avalanche to cause a minor vibration. Rocks erupted from the ground and knocked Beast off balance, as Spider-Man went face to face with Toad.

"You know, you'd be a bit more presentable if you just took a shower," said Spider-Man as he dove forward and grabbed Toad, but he slipped out of his grip. Two more attempts caused more failures and Spider-Man was unable to get a grip on the Toad, who kept moving."Guess all the muck does work to your advantage, but this should slow you down."

Spider-Man shot a strand of webbing towards his enemy but Toad caught the webbing with his tongue, before he quickly jumped and spun around, to wrap Spider-Man up in his own webbing. Spider-Man was trapped, as the battle continued, five on five, with the X-Men against the Brotherhood. Toad leapt right at Beast and knocked him to the ground, as Avalanche turned his attention to Cyclops. An eruption from the ground but Cyclops blasted the rocks with his optic beams. The blast showered Avalanche with debris and allowed Cyclops to move in for a further attack.

"Nothing can move me!" bellowed the Blob as he knocked Cyclops down to the ground. Blob attempted to stomp on Cyclops but he moved around of the way. "I'm the immovable object…"

Blob suddenly found himself about six or seven inches off the ground, thanks to the telekinetic abilities of Marvel Girl. It was quite the strain to keep him up, as Toad continued his battle with Beast on the ground, but with great effort, she manipulated him.

"Guess, I'm nothing then," said Marvel Girl as she dropped the Blob right on top of Toad.

"Get off me you lump, I can't breath," said the Toad in a pained manner but Spider-Man had released himself from his webbing, as Iceman dodged a blast from Pryo, before he froze Blob, just as he got off of Toad.

"That should hold you for a while," said Iceman.

"And you as well," said Spider-Man as he managed to web up Toad this time, wrapping him around the tree, as Sabertooth and Wolverine continued their battle off in the dance, the brawls getting more vicious, with visible wounds. Of course, with their powers, the injuries could have been much worse. "Think we should help him?"

"No, I think Logan's holding his own just fine," said Iceman as he winced at some of the punches, how brutal they were, but Pryo moved in, holding his lighter cackling like a crazed lunatic.

"Thought you forgot about me, didn't you," said Pryo but Spider-Man moved the lighter from his hand with a strand of webbing, just as Cyclops blasted him off of his feet. With another movement, Pryo and Avalanche were both webbed right together.

"Now without your little toy, you're nothing, really," said Spider-Man, as he used his spider strength to crush Pryo's lighter in his hand, causing lighter fluid leak to the ground.

"No, that was one of a kind," said Pryo but he couldn't get out of the webbing.

"Recently reinforced that stuff, don't want criminals slipping out, good thing I did," said Spider-Man. "And thankfully Toad got to turn the last bit of the old stuff on me, a stroke of luck for once."

Sabertooth had Wolverine down on the ground and raised his hands, in an attempt to snap Wolverine's neck, but Wolverine pushed off. He jumped off and plunged his claws right into Sabertooth's chest. Sabertooth was stunned and Wolverine knocked him back against a tree with a punch.

"Now, ice cube," ordered Wolverine and Iceman raised his hands to freeze Sabertooth's body to the tree.

"Very good, you six have defeated the Brotherhood, but consider this a hollow victory," said Magneto as Wolverine rushed at Magneto in a fit of rage but was stopped in mid air. "Foolish boy, metal bones, Master of Magnetism, do I need to draw you a diagram? I would have thought that Charles would have taught his pet a few tricks."

He threw Wolverine's body right at the X-Men but Spider-Man moved in, shooting his webbing but Magneto used a metal gate to block it. A look of glee appeared on Magneto's face as he flicked his hands and immediately, Spider-Man's metal web shooters began to crush from the pressure. The other X-Men got up from Wolverine's body thrown at them but Spider-Man's web shooters burst, causing his webbing to explode all over them, wrapping up the six heroes.

"Can't move, can't even break this stuff," said Cyclops as he struggled.

"Neither can I," added Marvel Girl with a strained look on her face, it seemed to no matter how hard she tried or used her powers, they were in quite a sticky situation.

"You weren't kidding when you said this stuff was tough," added Iceman, as they were in a tight spot.

"Indeed, thank you Spider-Man for giving me an opportunity to trap my enemies," said Magneto and Spider-Man looked horrified, if he had not been here, the X-Men wouldn't be trapped. "Now time to begin the testing, by dream will be set into motion by this time tomorrow."

Magneto turned, freeing the Brotherhood members one by one. Even with their incompetence, he still needed them for his plans, as he walked off with the X-Men and Spider-Man unable to free themselves.


	12. Mutant Mayhem Part Two

**Chapter Twelve: Mutant Mayhem Part II:**

"Gwen, just saw the news about what happened, that guy going on a rampage where you live…" stated Harry, as he watched the after match of the carnage on the television screen.

"Relax, Harry, I'm fine," said Gwen but there was a bit of worry in her voice. "Spider-Man managed to be in the neighborhood, thankfully, but I don't know if it wouldn't have made much of a different."

"Why?" asked Harry curiously.

"This guy kept moving forward, no matter what stood in his way, I have a feeling that everything was just in his way to where he was going," said Gwen. "Peter left shortly before then…I hope he got back fine."

"Gwen, I'm sure he's fine, providing he doesn't come home in one in the morning, then he won't be fine," said Harry but he heard Gwen sigh over the phone in an exasperated manner. "Look Gwen, Pete's done dangerous things more times than I've can count lately. If Spidey was there, it's likely put himself in the line of fire. Call him though…"

"Can't his cell phone got ruined, he needs a new one," said Gwen in despair.

"Not that he ever picks it up when he does have it on him," replied Harry before he added quickly "The thing is about Pete is the guy is focused on his work, maybe a bit too focused. That's one way that he's like my dad that kind of scares me."

"Now, I'm sure he wouldn't go to that level of obsession," said Gwen trying not to sound too critical of Harry's father, even though she had a feeling he might agree.

"No, no one can," agreed Harry. "Listen Gwen, Dad's lurking around, and I do have homework to do, but call me if Pete turns up."

"Will do, bye Harry," said Gwen but her worry amplified. She heard nothing about on the news, good or bad. Her father was at work, most likely helping clear up this mess involving the rampage of this Juggernaut, as he was being called.

"Is there any way we can break this substance?" asked Beast.

"Magneto blew up two cartridges full of webbing, an amount that is designed to hold a couple dozen moderately strong villains," said Spider-Man with a strained voice. "But, I do have a bit of good news…"

"And what is this good news?" asked Cyclops who thought about using his optic beams to burn through the webbing but did not want to risk burning his teammates.

"In about an hour this should start to dissolve," stated Spider-Man which got him some distressed looks from the rest of the team.

"We don't have an hour, bub, not with Magneto out there," responded Wolverine as he twisted, before his claws popped out as he struggled to shift into the right position.

"What are you doing, Logan?" asked Iceman.

"I'm busting us out, now don't move, unless you want it to hurt in the morning," said Wolverine as his claws began to tear through the webbing. The webbing ripped, just allowing all six of them to breathe and get to their feet.

"Unpleasant," said Beast.

"Well, it is supposed to capture criminals," offered Marvel Girl. "So I doubt it would be comfortable."

"Never thought I would have my own webbing turned against me in such a way, thanks to me, Magneto got away," said Spider-Man, kicking himself mentally. He should have not gotten lured into such an obvious trap but now the X-Men looked rather uneasy around him.

"I was beginning to think this was a mistake," grumbled Cyclops as he turned away.

"Never thought I'd say this, but I agree with Cyclops on this one," said Wolverine as he turned away and the other three even turned their backs slightly, leaving Spider-Man alone.

"Back to the Blackbird," said Cyclops in a flat voice. "Maybe we can still find Magneto and stop him in time."

Magneto lead his Brotherhood forward. Their attempts to test the genetic alteration serum was futile thanks to the X-Men but they would not be denied in their attempts to start the war that would allow mutants to take their rightful place as masters of the world. Magneto vowed to have his plan of a utopia where all mutants could live, even if he had to kill each and every human one at a time.

"This government holding facility should be excellent to carry out our plans," said Magneto. "Especially since this is a holding area where so many of our mutant brothers and sisters have been placed. The time for revolution is now."

"All hail Magneto!" cried Pryo in a crazed voice, as the other members of the Brotherhood raised their fists in the air as well, and moved forward, but a guard stepped forward, gun in hand.

"Halt there, unless you have the proper security credentials, you won't be allowed to pass," said the security guard but Magneto just dismantled his gun with ease using his powers, before Sabertooth and Blob moved in to hold the security guard. "Now listen here, I'll call security, I'll have you all locked up…"

"You'll do no such thing," said Magneto calmly. "You should be honored, to partake in such a grand experiment that will allow for the rightful rulers of the earth to take center stage and take power."

"You're Magneto," said the security guard in a terrified tone. "That mutant nutcase, well we lock up stinking Muties here and throw away the key…"

"Shut your mouth," said Toad, before he shot his tongue out and stuck it in the mouth of the security guard to silence him. The guard gagged at this action. "Magneto is the best thing to ever happen to Mutants, and he's given us a chance."

"Thank you Toad, but the time for talk is done," said Magneto as he pulled out a syringe and inched closer towards the security guard. "This serum will do one of two things. Kill or evolve, either will benefit my cause greatly. One less human bigot to have to deal with."

"You can't do this to me, I have a wife and kids!" begged the security guard but Magneto refused to listen to any pleas, instead he stuck the syringe in the guard, injecting the serum into his system. The guard gave a twist and with a spasm, slumped to the ground, shaking violently as pain coursed through every inch of his body.

"Man, he doesn't look so good," commented Avalanche as he watched the human's agony with widened eyes.

"The change is being to take effect, whatever it may be," said Magneto as he watched as the security guard continued to thrash around violently, as if having a seizure, before he skin began to grow extremely white, all the moisture being drained from the serum. Seconds later he burst into flames and crumbled into dust, leaving nothing but a few tattered rags on the ground."To the next one then…"

"I'm afraid not Erik," said the voice of Charles Xavier as he wheeled himself forward, with the X-Men and Spider-Man appearing right around him, in a battle stance, ready for a fight.

"Charles, I must say, this is an unexpected pleasure," replied Magneto casually. "I would really love to chat and catch up on old times, but it's time to force a resolution to the mutant issue. My side has chosen, as has yours. But, we need not fight, I'm giving you one last opportunity to step away, and allow me to do what is necessary."

"You know I cannot do that, allow you to experiment on humans, in an attempt to turn them into mutants, with a serum that's could be potentially unstable," said Xavier calmly, as the X-Men awaited for orders. "My X-Men will be around to stop you to the very end."

"Such a waste, to spill so much precious young mutant blood," responded Magneto remorsefully. "But I expected nothing less of you Charles. Brotherhood, dispatch with them, finish off the X-Men for good."

"Contain them, my X-Men," ordered Xavier, as the five X-Men rushed forward, to engage the five members of the Brotherhood. Spider-Man moved to join them but he was stopped by an invisible force.

" **Spider-Man, do not be alarmed, this is Charles Xavier and I'm inside your mind," said Xavier. "Don't fight alongside the X-Men against the Brotherhood, they can handle themselves. Instead deal with Magneto and remove his helmet."**

" **His helmet?" thought Spider-Man in a confused manner.**

" **Yes, Spider-Man, much like the Juggernaut, it blocks him from psychic based attacks and it's the only way," said Xavier. "I have faith in you, Magneto will underestimate you and may leave him open for the attack."**

" **Right, I'll try not to let you down, Professor Xavier," communicated Spider-Man as he thought quickly of the best way to carry out the task that he was given and planned to give it his all to make up for the fiasco with the destroyed web shooters.**

"Alright, this time you X-Men are going to be barbequed and we'll feed you to the Blob!" shouted Pryo in a crazed voice, with a brand new lighter, as he manipulated a large beast made of fire towards them, but Iceman created a wall of ice in an attempt to cool the beast off. Wolverine knocked the Toad for a loop, before he resumed his battle with Sabertooth from earlier. Cyclops blasted the Blob but he barely was able to move, at least until Marvel Girl was able to move him off the ground.

"Not again, nothing can move the Blob, nothing!" shouted the Blob but suddenly the vibrations broke her concentration, as Avalanche moved forward. Another vibration and Cyclops moved forward, sending an optic beam blast, but the Toad bounced down, using his tongue to remove the visor from Cyclops forcing him to close his eyes.

"I'm going to hold onto those, buddy, wouldn't want you to break them, would we?" cackled the Toad, before Beast leapt down and engaged the Toad in battle. Wolverine and Sabertooth continued their brawl, as Iceman and Pryo was fighting on the other end, with Magneto watching the proceedings, just as the Blob lumbered towards a helpless Cyclops. The battle between Marvel Girl and Avalanche continued, with his vibrations blocking her mental attacks.

"Pathetic, Charles, surely you could teach these students better, the Brotherhood will mop the floor with them," said Magneto but Spider-Man leapt forward, in an attempt to grab the helmet. The Master of Magnetism was a bit too crafty, using the metal gate to block Spider-Man. Spider-Man bounced up and made another movement, but a piece of razor wire from the fence whipped forward. Spider-Man dodged under that as Magneto backed off, using the bolts from the fence as a projectile.

"Hey Magneto, think you can miss me just a little more?" taunted Spider-Man but Magneto continued to direct jagged pieces of metal towards Spider-Man. "I mean, you're supposed to be a powerful mutant, yet you can't catch me. What's the matter? Getting rusty in your old age?"

"You're not a mutant, but you're more than a human," said Magneto calmly as he directed screws right towards Spider-Man, threatening to rip his skin off the flesh at the rate they were moving. "I do express some deal of curiosity, Spider-Man at what precisely you are."

"The guy who is about to beat you, maybe?" suggested Spider-Man but a large metal rod knocked the wind out of him, before a metal fence wrapped around Spider-man. Magneto stepped forward, hand raised, as the fence began to tighten around Spider-Man even more. Spider-Man fought valiantly, his spider strength matched against Magneto's powers of magnetism. It was just by sheer force of will and determination that Spider-Man just barely was able to hold off Magneto's powers, but he doubted he could do it for too long. He had to dig down deep.

"You intrigue me where most humans just disgust me," replied Magneto.

"I thought you had established I was more than a human, magnet breath," gasped Spider-Man as he fought with all of his might.

"Indeed," said Magneto as he continued to exert his power. "But whatever you are, you are a fool to match wits and power with the Master of Magnetism."

"Better to be a fool and die, then a bigot and live," managed Spider-Man, as he was aware that he was just seconds away from being crushed. He had to find a way out. "Like you and your little Brotherhood of Mutant Terrorists…"

"Brotherhood of Mutant Liberators!" thundered Magneto causing several jagged pieces of metal to rise up and threaten to impale Spider-Man through the openings of his prison.

"What's the matter, did I touch a nerve?" taunted Spider-Man as he managed to use Magneto's momentary anger and lapse in concentration to give himself a little slack in his prison "I know humans who have thicker skin than you, Magneto."

Spider-Man knew he was pushing it, but if he made Magneto angry and careless, his powers may fluctuate out of control, allowing for the opening that he needed.

Iceman slid down an ice slide but Pryo blasted it to bits with fire, laughing like a mad man. Sliding down, Iceman froze Pryo's feet to the ground, at least temporarily, but Pryo broke out with a burst of fire and the battle continued. Sabertooth had Wolverine up against a wall, choking him, with Wolverine attempting to break free.

"I'm going to enjoy this, runt," growled Sabertooth as he put his hands on Wolverine's head, in an attempt to crush his skull, but he grunted in pain when he was stabbed. He backed off and Wolverine leapt at his enemy. Sabertooth was slammed into the wall hard and Wolverine knocked the wind out of Sabertooth. Another shot and he was slumped against the wall, before Iceman slid over and blasted ice, holding the unconscious Sabertooth in place.

"Figured you'd need a hand," said Iceman, but a blast of fire knocked him down. Wolverine rushed forward, as Pryo turned, before he directed a demonic looking fire creation right towards Wolverine. Wolverine dodged the attacks, as the other X-Men continued their battles with the Brotherhood.

"Catch me if you can," cackled Toad hopping around like a madman, bouncing from side to side but Beast grabbed him.

"I'll be happy to take that challenge," responded Beast as he flung Toad right to the ground. Toad bounced off the ground, right into a vibration on the ground, created from Avalanche, that caused him to bounce into the air and land on top of Avalanche. Both men clonked heads, knocking each other out, laid out on the ground.

"Open your eyes and face me," grunted the Blob as he lumbered forward, but Cyclops blindly slid out of the way and Blob slowly turned, ready to go after his enemy once again.

"I don't think you want me to do that," said Cyclops, as Blob swung his fist. "Everyone stand back on the count of three. One, two, three."

Cyclops opened his eyes and a full optic blast struck Blob. Blob was not moved at first but the continued force launched him off the ground, right into a fountain. The Blob landed with a splash and Iceman moved in to freeze the water in the fountain. The Blob attempted to move, but the ice held him in place.

"I believe this is yours," said Marvel Girl as she handed the visor to Cyclops, with a smile.

"Thanks Jean," replied Cyclops before he straightened up, now that his powers could be controlled again.

"Anytime, Scott," said Marvel Girl, but she turned, as the battle continued. "Other than Pryo, looks like we have this pretty much wrapped up."

With Toad, Sabertooth, Blob and Avalanche all taken out, that left just Pryo, who was giving Wolverine some headaches with his crazed and out of control use of fire, without any regard to anyone around him. Wolverine rushed forward, intent to get Pryo's lighter from his hand, but a flick and a large flame erupted, directed right towards Wolverine. Quickly, Iceman moved in and caused a wall of ice, before Beast dropped down and grabbed Pryo from behind.

"Let go of me, ya wanker," said Pryo as he struggled to get free, but his lighter was shot from his hands by a well timed optic blast by Cyclops. He tried to control the remaining fire, but the ice had slowed it enough. Pryo was launched into the air and dropped down, right next to Avalanche and Toad, before Iceman froze them in place.

"That should hold them," said Iceman, but they watched, as Spider-Man was in the process of getting crushed by Magneto. "Looks like the web head could use a little hand…"

" **No wait," said Xavier inside the heads of his students. "Stand by, but don't get in Spider-Man's way, I believe he may have this under control."**

"Could have fooled me," grumbled Wolverine but he watched with both eyes on Spider-Man, as he continued to be crushed within the gate.

"Admit it, I'm your evolutionary superior," said Magneto but Spider-Man managed to use a sudden burst of spider strength to break free and he bounced forward, to catch Magneto right in the face with a punch. The master of magnetism was staggered but as Spider-Man moved forward, a metal gate was pushed right in front of him. Spider-Man attempted to leap up, but Magneto swiftly directed it in his path. "Clever, Spider-Man, you managed to break free, I do wonder how you did that but it doesn't matter."

"A little genetically enhanced Spider strength, here is another demonstration of my powers," said Spider-Man as he bounced up, before he scaled the wall. He turned to point his arms but was struck by a sudden realization.

" _Oh right, Magneto trashed my web shooters, guess I'm going to have to do this the old fashioned way," thought Spider-Man, as he bounced, but he dodged several metal bolts directed by Magneto._

"The serum, it does work on humans, genetically altering them into a higher form of life but how?" voiced Magneto as the metal gate nearly missed slamming right into Spider-Man.

"Wouldn't you like to know?" taunted Spider-Man but Magneto caught him full on in the ribs, before Magneto ripped a chain off of a second gate and wrapped it around Spider-Man and in the tree. Spider-Man attempted to pull himself free, but Magneto ripped a metal pole off the fence and swung it right towards Spider-Man.

The pole was knocked out of the way by an optic blast.

"X-Men, now, Spider-Man needs our help," said Cyclops as he rushed forward with another optic blast, but the gate blocked the attack, before Magneto flung it, taking out three of the five X-Men, leaving only Iceman and Wolverine standing. Iceman moved forward, on ice, blasting it towards Magneto, but Magneto used the pieces of metal lying around as a blunt force to shatter the ice slide and cause Iceman to spiral to the ground. Magneto raised his hand and the detached gate slammed into him.

" **Spider-Man, remember the helmet, while he's distracted," said Xavier just as Spider-Man managed to break the chain holding him.**

"Right, going to have to improvise here," said Spider-Man as he picked up a large stick that had been detached in the metal, before he removed a spare web cartridge from his pocket and climbed his way up to the tree, where Wolverine attempted to make a mad dash towards Magneto but was stopped.

"You never learn, do you?" asked Magneto as Wolverine felt his claws rip out forcefully as Magneto slowly began to punish him, despite Wolverine's struggles. "I'm going to remove that metal skeleton of yours through your skin boy."

" _Hope this works," thought Spider-Man, as he raised the stick, with the webbing at the end. A whip and the webbing stuck towards Magneto's helmet, before it removed it from his head._

It took Magneto a few seconds to realize what had happened and he turned right towards Spider-Man but he was stopped by an invisible force.

" **Charles," thought Magneto.**

" **Yes, Erik, I'm afraid this is for your own good," responded Xavier, as Magneto dropped to his knees, bombarded by his own memories. Magneto struggled, in an attempt to fight the psychic attack but he was unable to fight, as Xavier was too powerful and he expended He passed out immediately, from the pain.**

"Freeze, hands in the air all of you!" shouted another guard who had finally arrived with back up.

"Guess, we're no longer wanted here," said Marvel Girl as Iceman created a wall of ice.

"Well they told us to free," said Iceman with a shrug, as the X-Men along with Spider-Man moved off, with the Brotherhood and Magneto incapacitated. "This should hold them off for long enough to let us get a clean getaway."

"To the Blackbird, they can take care of Magneto and his Brotherhood," said Cyclops as they entered the plane and it drove off, just as the security force had broken off.

"Got to hand it to you, kid, you really came through in the end," said Wolverine. "Still think you got lucky against Magneto but hey, at least you're in one piece."

"Always a good thing," said Spider-Man as he slumped forward. He would be feeling today for a while.

"Yes, Spider-Man, I admit you were a help," said Cyclops slowly, truthfully without his efforts, Magneto might have gotten the better of them today. Most of it was luck, but it was now obvious that Spider-Man could hold is own. "I think I can speak for the rest of the team where I say that you're welcomed to fight beside us anytime."

"Yes, if the war goes on, I have a feeling we might need all the help we can get," said Marvel Girl before hastily adding. "Not that you don't have your own battles to fight."

"Yes, Spider-Man, I agree with my students," said Xavier. "I fear that we may need to work together all too soon."

"Well at least we know the kid ain't completely useless," said Wolverine.

"Yeah this could be a start of an amazing friendship," said Iceman as the Blackbird returned, as Spider-Man checked his watch.

" _Eight O' Clock, not too bad, at least this didn't keep me out as late as the last team up," thought Spider-Man._

Mac Gargen exited the Daily Bugle building, in an irritated manner in the early part of the morning. He had lost track of Peter Parker after that Juggernaut freak had decided to go on a rampage but Jameson would not hear any excuses. Rather he demanded that Gargen keep on the trail of Parker, no matter what it took. To be honest, the amount that he was being paid was not enough to put up with Jameson's abrasive personality, but he prided himself in digging deep and finishing a job no matter how much it too.

Gargen was broken out of his thoughts, finding himself pulled up the Daily Bugle Building by several lines of webbing. He screamed and thrashed, before he came face to face with Spider-Man.

"Spider-Man," said Gargen as he came face to face with Spider-Man.

"Hello, Gargen," responded Spider-Man calmly. "I understand Jameson's hired you to do a job."

"That's really none of your business," protested Gargen roughly. "Let me down, let me down, or you'll be sorry."

"Oh, I know your job, I see you sulking around, nearly as much as I do that Peter Parker guy," said Spider-Man. "Look, Parker might have helped me out once when I was drugged by Mysterio but that's in the past and he owed me one. The kid doesn't know anything about who I am, heck he doesn't even get photos of me right. Never shoots my good side but I let him take photos out of the goodness of my heart. So, listen to me and listen to me good, detective, I want you to stop falling the Parker boy and tell Jameson that it's really none of his business who I am under this mask. Is that clear?"

"Yes, Spider-Man, yes it is, now let me down," begged Gargen and Spider-Man swung over, before he lowered Gargen, right into a dumpster.

"Just a warning if I ever catch you following anyone around again to try and pry into my personal life," said Spider-Man before he swung off, glad that he had a spare pair of web shooters. He ignored Gargen cursing and sputtering in anger, as he swung off, to make a change into Peter Parker and head off to school, hoping this would be the last he would ever see of the man.

Several pieces of metal ripped and contorted, as Magneto casually walked from the cell that he was placed in.

"Ignorant fools, using a metal prison to contain the Master of Magnetism," said Magneto with a disgusted look. "Leave it to humans not to do the proper amount of research."

Magneto left, ignoring the pleas of his Brotherhood. They could stew for a while until they were needed and while Magneto reevaluated his plans.

"Good to see you got home safe," said Harry.

"Yeah, Spider-Man really redirected that Juggernaut's attention, if it wasn't for him, I would have been flattened," said Peter but he closed his eyes. He could not even bare to imagine the amount of deaths.

"You're safe, good enough for me," said Gwen.

"Yeah, just wish I would have been able to get some pictures," replied Peter.

"Not that you didn't try," said Harry.

"Kind of hard when you're trying not to get killed," said Peter.

"Not that it never stopped you before," muttered Harry but Gwen looked at a bulletin board with interest.

"Look, Peter, an assembly, Dr. Bruce Banner giving a lecture," said Gwen with a look of interest. "The morning before the dance even…"

"Who is this guy and why should I care?" interrupted Harry.

"Only the foremost expert on Gamma radiation and its scientific applications in the world," explained Peter.

"Right, I'm sure that's stimulating to some people," said Harry but science of any type had never appealed to him, mostly because of his desire to be as much unlike his father as possible but he spotted a familiar face. "Look, there's Liz, I'll let you two geek out, and ask her if she wants to walk to class."

"Spider-Man assaulted me, Jonah," grumbled Gargen as he put his hands on the desk, looking the fearless publisher of the Daily Bugle in the eye, angered beyond belief at his embarassment. "I want that wall crawler to pay for humiliating."

"Keep your pants on Gargen," responded Jameson. "Don't you think I would have taken down that wall crawling reprobate if I could but…I have the perfect idea."

Jameson was struck by inspiration, he wondered why he had not thought of it before.

"What is it, Jonah, anything to get my revenge on Spider-Man," answered Gargen eagerly.

"A colleague of mine wanted a volunteer for an experiment, one that I think you will enjoy the results of," responded Jameson but Gargen's curiosity was piqued. "So Gargen, how would like you like to have the power to become a hero and take down the greatest threat this city has ever know in Spider-Man?"

"You don't have to ask me twice, Jonah," said Gargen with an eager grin. He would make Spider-Man regret the day he was born.


	13. A Scorpion Tale

**Chapter 13: A Scorpion Tale**

"The Oscorp Board of Directors meeting can now come into order," said Wilson Fisk, as he watched with a smirk but it faded slightly when Norman Osborn sat at the head of the table, unfazed and unfeeling as usual. "Certain allegations brought forth have cause great concern and as a shareholder, not to mention a citizen of this great city and state, I want to say that I'm appalled that this matter could get out of control. Oscorp has a certain amount of responsibility towards the people and this city and for reasons that baffle me, laws have been circumvented, causing a danger for the public and their health."

"I wish to address this allegations and may I remind the other members of the Board that these are alleged," said Norman in his usual calm and collected manner. "I feel that Oscorp has bent over backwards to comply with the regulations of the city, at great cost. We have done what we can to ensure everything is disposed of properly…"

"Yet, chemicals used here at Oscorp were found in a canel not far from here, causing the illness of seven children, along with the deaths of three more," interjected another member of the board, a neatly dressed man with a haircut and a smug smirk.

"That canel was on my property," said Norman Osborn. "Therefore, the children playing near it could be considered trespassing but that is a moot point as no laws have been broken."

"Yet, I have here documented proof of a contract between Norman Osborn and Victor Von Doom, the ruler of Latveria," argued Fisk as he pushed the contract on the table. Norman remained cool but he wondered where Fisk could have gotten such a thing. "Most of the items detailed seem harmless, even though trade and sell of items to Latveria are strictly forbidden. Yet, as you can, there are weapons, that were supposed to be manufactured for use of the United States Government."

"I can assure you this contract and information has been falsified," said Norman coolly. "I also will tell you that I would never sell any weapons to a known threat such as Victor Von Doom. Most of my business is here within the United States and if I do go overseas, I've never been to Latveria."

"Yet, these transfers from an account belonged to a believed to be assumed name of Victor Von Doom to the Oscorp company account is right here," said Fisk. "Not only that, but the death of an employee here at Oscorp has lead to the unfortunate necessity of calling this meeting of the Board of Directors. The question here, is, should Norman Osborn be suspended from his duties as Chief Executive Officer, pending a further investigation."

"I do caution you to make a wise choice," said Norman. "Not one based on fear or paranoia or you may live to regret what you make."

"I sure hope that wasn't a threat, Mr. Osborn," said a member of the Board.

"No, merely an observation of what will happen, because this company will fold without me, I built this company with my own two hands," responded Norman. "Very well, take your vote, it is my right to vote in case of a tie."

"Indeed, Norman, and I do agree with you, this is not a matter to take lightly," said Fisk. "All in favor of suspending Norman Osborn from his role as the Chief Executive Officer."

Norman sat, but his calm façade broke when he saw the vast majority of the hands rose, in favor of suspending him.

" _Gutless cowards," thought Norman bitterly. "Even more worthless than my son."_

"And all in favor," said Fisk and only a handful of hands found their way into the air. "I do apologize Norman, but the votes have spoken. You will be benched as it is, until we investigate further and I'm sure a further vote will be held to decide your ultimate fate."

Norman rose to his feet, not even dignifying Fisk's actions with a response. There was no doubt in his mind that the man would dig up something to use and skew it to work against Norman, but Norman Osborn would not be defeated so easily.

They would pay for trying to take his life's work away from him.

"Gargan, this is Professor Farley Stillwell, an expert in genetic manipulation!" bellowed Jameson to the private decective as Stillwell just nodded. "Stillwell, Gargan here volunteered for the experiment to create a hero to finally bring Spider-Man to justice."

"Indeed, well Mr. Gargan, put on the suit so we can begin," said Stillwell as he handed Gargen a green suit, with a tail sticking out the end of it. "It's extremely durable and flexible not to mention pretty much indestructible. Not even someone with the proportionate strength of a spider could rip this suit off."

"Music to my ears, Stillwell," said Jameson as he watched Gargen slip the suit on and he walked towards the area that the scientist designated.

"Sit down right beside that tank," said Stillwell and Gargen did as he was told. "The animal within the tank is what you will be bonding with, much like I assume Spider-Man did to gain his attributes."

"A scorpion?" asked Jameson.

"Scorpions are the natural enemy of the spiders, so it is merely fitting," said Stillwell as he activated a switch, causing a hook above the tank to remove the scorpion and lower it right onto Gargan. "I will now bombard you with a small dose of radiation, that will cause your DNA to merge together."

"Bombard?" asked Gargen in horror. "Radiation? I'm not an egghead, but isn't that stuff supposed to be deadly…"

"Relax Gargen, this is what you wanted, a chance to take Spider-Man down and teach him a lesson," interjected Jameson in his usual boisterous manner. "Besides, think of the humiliation, are you going to really lie down and take that?"

"No," said Gargen. "What are you waiting for? Blast me with the radiation!"

"As you wish, Detective Gargen," said Stillwell as he turned a knob and the radiation bombarded Gargen and the scorpion. His body began to turn and twist, contorting, turning from its usual bulky manner into something more slim. His eyes grew yellow and his skin slightly paler, with a bit of a greenish tinge.

"I feel the power, I feel it, I'm going to use it to take down Spider-Man, so now one has to be embarrassed by that glory hound again," said Gargen as he could imagine Spider-Man's defeat at his hands. It was a glorious image to say the least.

"Let's book it before…" stated a criminal, as his two partners followed him, with stolen merchandise but Spider-Man swung down from a building and knocked him down in mid sentence.

"Spider-Man, get him!" shouted the second criminal as he swung a pipe but Spider-Man webbed him right in the eyes, causing his sight to be altered, before he spun him around and threw him to the ground.

"Really, get him, is the best you want, I must have been fighting the super villain types a bit too often, because quite frankly, the garden variety thugs you guys are is a bit bland," said Spider-Man as he dodged an attack from the third thug. "Really now, I could have phoned this one in tonight. I could have beat you guys sleeping."

"You really think you're such hot stuff," said the villain but Spider-Man pulled the pipe from his hand, before he was knocked down and webbed right to the light post. Quickly, the other two thugs wer4e captured and webbed up. "When we get out of here we'll…"

"Make you rue the day that you ever existed, you wall crawling creep," retorted Spider-Man in a bored voice. "Yeah, like I haven't heard that one a million times before from different thugs, some of them far scarier than you could ever hope to be."

The thugs continued to squirm and Spider-Man turned, but suddenly a figure swooped down and knocked Spider-Man right on his back with one punch, right before his spider sense could even kick on. It did after the second attack, as he turned to face his opponent, the tail swung at him. Spider-Man leapt up and shot a strand of webbing, but his enemy ducked the attack and plunged a hand forward right to the chest. Spider-Man was grabbed by the throat and hoisted off the ground, before he was thrown against the wall with a thud. He narrowly missed getting impaled with the tail of his enemy.

"Let me guess, the newest super powered nutcase trying to make a name for himself at the expense if your poor, friendly neighborhood, Spider-Man," responded Spider-Man but Mac Gargen was not in the mood for any of the web heads tricks. He turned around and knocked Spider-Man right to the ground, before he turned his tail and shot a stream of acid from it. Spider-Man threw himself to the ground, causing it to splash against the wall, burning a hole through it.

"Wow didn't know I could do that, well I guess you learn something new with these powers," said Gargen as he rushed forward and grabbed Spider-Man but the wall crawler shot webbing up, before he pulled Gargen up with him. "Oh no you don't, I'm not letting you humiliate me again…"

"Gargen?" asked Spider-Man as he got smashed in the wrists, causing his enemy to slip out of his grip. Gargen dropped to the ground and turned, before he shot acid up, dissolving Spider-Man's webbing, causing the wall crawler to plummet to the ground. "Something's off about you, no wait, don't tell me, let me guess. Lost a little weight, I see."

"Keep it up, Spider-Man, you're really starting to make me mad," said Gargen as he grabbed Spider-Man, before he flipped him right towards the wall. Turning in mid air, the wall crawler managed to avoid most of the impact right as his enemy charged him and nearly smashed into the wall. "Knew this was the best I ever did, this radiation made me invincible."

"Wait a minute, you doused yourself with radiation?" asked Spider-Man as he dodged an attack from his opponent before he made a "whacko" hand signal, but Gargen grabbed Spider-Man and threw him up high into the air. Spider-Man nearly landed with a thud, but pulled himself up and Gargen climbed up to meet him. "Seriously, Gargen, you were pathetic before. Now you're pathetic, with powers and…"

"See how pathetic this is, Spider-Man," said Gargen as he whipped his tail violently towards the web slinger. Spider-Man winced as it caught him right in the chest. He avoided being impaled next but Gargen rushed forward, and grabbed Spider-Man. Spider-Man struggled, but Gargen threw him down with all of the force he could manage. The Scorpion turned, before he shot a metal spike right from his tail. Spider-Man dodged the attack.

"Guessing that's new to you, as well, Gargen," said Spider-Man but Gargen jumped forward. The detective had a mad look in his eyes, as he tried to grab Spider-Man and launch him right over the side of the building.

"Now you're going to know what it feels like, Spider-Man," said Gargen as Spider-Man struggled, kicking and thrashing in the tight grip of Gargen, as his legs squirmed, kicking back and forth. "Only I'm not going to throw you in the dumpster, you're going straight to the concrete and splat. The city will thank me, the Spider-Man threat will be eliminated thanks to New York's newest hero, the Scorpion!"

Spider-Man was launched right over the side of the building. The newly dubbed Scorpion turned, before he walked off, satisfied with his work.

Spider-Man hung onto the side of the building, webbing wrapped around the flagpole, shaken up from the battle with some bumps and bruises, not to mention a few broken bones, but still alive.

" _Gargen, you just made a mistake of all super villains, not checking for a body when you try and off someone," thought Spider-Man as he shot webbing forward, grabbing Peter Parker's camera, before he swung back, wincing slightly. There was a slight cut on his arm that would need some attention and then he would go after the Scorpion. "He might be a deluded hero for now, but I have the strangest feeling that this guy might be a problem later on."_

Midtown High was buzzing, as it was days before the big dance. Everyone talked about who they were going with, while those who did not have dates were ridiculed.

The dance was the furthest thing from the mind of one Peter Parker. Sure he was going with Gwen and would have a good time, providing of course there was no where that Spider-Man was needed. Nine times out of ten, his work as Spider-Man interfered greatly with his life as Peter Parker and Peter had a feeling that his social life was going get a bit more muddled as more super villains arrived on the scene. Gwen had been understanding and quite helpful in many cases, in fact Peter was glad she knew.

"Rough morning?" asked Gwen as she walked up to Peter. Peter turned, he did look a little rattled come to think of it and there were a couple of bones that caused a great stabbing pain in his arm.

"You better believe it," said Peter. "Gargen decided to get a makeover…it seems that he took Spider-Man's little humiliation of him a bit too seriously. I got some good pictures, I hope Jameson's impressed."

"He better be, considering how much you risked life and limb to get them," said Gwen. "You should really get that looked at."

"Not now," muttered Peter, as he saw Harry and Liz walking towards them, laughing at something. He caught sight of Flash Thompson, who tried not to look put off by the fact that his ex-girlfriend was with another guy.

"Thanks for walking me to school, Harry," said Liz.

"Of course the hard part is meeting your parents," said Harry. "The way your dad looked at me…well not exactly the most inviting look."

"Dad, can be like that," agreed Liz. "I never really got the feeling that he liked Flash too much but I suppose it's his duty to disapprove of everyone his daughter dates. Still, both of them warmed up to you a little when I introduced you…"

"Yes, the last name Osborn," responded Harry casually, trying not to sound too bitter.

"It must be hard, with that name, people looking at who your father is, and not you," said Liz quietly.

"You get used to it after a while," said Harry in a flat voice. Truthfully he had very little friends because of this. It took a while for him to warm up to Peter and Gwen, because he thought they were like the rest but in time they proved differently. "People don't realize that I'm not my father's clone, I'm barely his son given the amount of time he's bothered with me…"

"Anyone who has bothered to know you realizes that," said Liz. "And there's nothing wrong with that, because you're a great person and I'm glad I agreed to go to the dance with you and get to know you."

Liz gave Harry a small kiss on the cheek and walked off. He watched as Gwen and Peter gave him knowing looks, along with scandalized looks that many of the so called in crowd was giving them and the whispers about how it was wrong.

Norman Osborn locked himself in a secret lab deep underneath his mansion, with instructions that he was not to be disturbed, no matter what. He moved his work on the formula here, trying to perfect it to its most powerful form. He was incensed that he was in danger of losing everything he built. The Osborns were a proud and prestigious family for years, but Norman's father drank away most of the fortune, before subsequently drinking himself to death. Norman spent most of his adult life rebuilding the fortune, with what became Oscorp and he was damned if Fisk and those fools on the Board of Directors would take it away from him.

The formula work was redoubled. There would be certain parties within the government who would pay big money for such a serum and perhaps Norman would be able to make enough money to buy off enough of the Board to see things his way, not that he should have to. Oscorp was his company.

Yet, in the back of his mind, Norman thought that he could use the formula for his own personal benefits, as he imagined the power it would give him. No one would dare challenge him but Norman shook his head. The entire thought of being one of those super powered nutcases seemed rather beneath him but then again, the power he could have and the fear he could inspire was quite intoxicating.

The Scorpion dropped down, clutching his stomach, as he looked in a mirror. He had called Jameson and Stillwell to meet him at his apartment, because there was some nasty symptoms that cropped up every so often and his face was even more disfigured. It appeared that he was mutating out of control and he burst through the doors and up towards where Stillwell and Jameson were waiting.

"Look at this, look at my face," said Gargen in a crazed voice. "I'm getting uglier by the moment…"

"An unintentional side effect, the scorpion DNA is assimilating with your human DNA a bit more than I had intended," said Stillwell. "It will take some getting used to, but you'll learn to adapt."

"Adapt, adapt, I didn't sign up for this!" shouted Gargen as he rushed forward, in an attempt to grab Stillwell but he managed to hold his temper.

"Listen here Gargen, you signed up for revenge on Spider-Man and you didn't accomplish that either!" boomed Jameson. "The web head was supposed to be finished with the power you were given."

"What?" demanded Gargen. "I beat him and he splattered onto the concrete, there's no way the web head can be alive."

"The photos in the Daily Bugle say differently, you incompetent buffoon," said Jameson but Gargen reached forward, grabbing the loud mouthed publisher by the throat and began to squeeze tightly.

"Listen here, Jonah, I'm not one of your copy boys that you can push around," said Gargen with a snarl. "I HAVE REAL POWER! I could kill you easily, both of you in fact, it wouldn't take much."

"Now, let's not be hasty," said Stillwell but Gargen swung his tail, knocking a large piece of the wall out.

"Fine me a cure, now or I'm really going to be upset," said Gargen as he dropped Jameson, before he looked at Stillwell.

"The deal was that you were to finish off Spider-Man, do that, and I'll find a cure," said Stillwell and Gargen turned.

"You better not double cross me, Stillwell," said Gargen as he turned, before he smashed through the wall and jumped down.

"Can he be cured?" asked Jameson in an uncharacteristically quiet tone of voice.

"No, it was a one way process," said Stillwell, hoping that he could stall for long enough, to find a way to eliminate Gargen, before he grew too dangerous, powerful and quite frankly unstable.

The Scorpion moved through town, looking for instances of criminal activity. If he found the crime, he would find a way to finish off Spider-Man. Impatiently, he dropped down, causing the citizens to back off, rather fearful.

"Alright, I'm looking for the web creep and I'm going to get very annoyed if I don't find him," grunted Scorpion as he stepped forward, before he whipped his tail around, causing it to smash right into a building, where a crowd watched fearful, but a web shot out, catching the debris.

"Everyone get out right now!" shouted Spider-Man as he swung over. "Man, Gargen, I thought you were some kind of hero but now you're partaking in behavior that's not very heroic…"

"Shut up, I'm going to make you wish you weren't born," said Scorpion as he swung his tail and nearly smashed it into the brick wall, before he turned and shot a spike from it. Spider-Man barely avoided it. A stream of acid shot towards Spider-Man but he dodged, before he managed to use his strength to pull up a manhole cover. Flinging it like a discus, Spider-Man was stunned when the Scorpion punched it in mid air, denting it, before he dove right at Spider-Man.

"You know, you're taking to this power thing all wrong," said Spider-Man as he shot webbing in an attempt to wrap Scorpion up but he broke it immediately. "You should be using your power for good, you know with great power comes great responsibility, you know all that good stuff."

"It's my responsibility to destroy you, Spider-Man, if I do, I can be back to normal," said Scorpion as he turned before he attempted stab Spider-Man with his tail but Spider-Man turned, before he shot his webbing around the tail. This proved to be a mistake as his webbing was melted and then Scorpion jumped forward, grabbing Spider-Man by the shoulders and roughly throwing him into the air, causing him to land with a thud against the brick wall. Spider-Man was slumped, knocked silly and Scorpion jabbed his tail right towards Spider-Man, but he just moved out of the way and shot webbing but Scorpion slashed at the webbing, but he slumped forward, clutching his chest. "No, the mutation, it's making me uglier and it's changing me again, I have to get a cure, I can't look like this."

"You know, you weren't much to look at anyway, before," quipped Spider-Man, which enraged Scorpion further, as he swung his tail. The hero blocked the attack, but winced as some of the acid from the Scorpion's tail got on him. Fortunately, his gloves blocked most of the attack, but still he felt a slight burning sensation and was knocked backwards, with a swing from the tail, before Scorpion sprung for the attack, grabbing Spider-Man and roughly shaking him, before he was thrown down to the ground. Spider-Man turned and narrowly blocked most of the blow with Scorpion's tail.

"You can't beat me, law of the jungle, Spider-Man," said Scorpion as another swing with his tail caused Spider-Man flying, before he landed right through a brick wall with a thud. Spider-Man struggled, turning around, but he got knocked around with a couple of vicious punches. "Scorpions prey on spiders, you don't have any chance in beating me, no chance at all."

A stream of acid was released, causing the support beams to snap and a large metal piece of equipment to fall right towards Spider-Man. Spidey turned, weakened, but saw a section of the floor had been softened up because of the acid.

" _One chance, better make it count," said Spider-Man as he smashed the floor and slipped right into the hole he created and dropped down, just before he was smashed._

Scorpion stood back, as the dust cleared, with more debris following. He turned, with a nod, there was no way, Spider-Man could have survived that. He turned.

"Stillwell better give me a cure now," said Scorpion as he turned around, as several children looked at him, scared and even repulsed by his not so inviting looks. "What are you brats looking at?"

Stillwell worked, studying the experiment. He would have to find a way to temporarily shut the Scorpion suit down, before he disposed of the creature. Suddenly, the Scorpion dropped down, right beside Stillwell. Stillwell turned fearful.

"I did the job, Stillwell," said Scorpion viciously. "Where's my cure?"

"Working on it, Mr. Gargen, I need more time," begged Stillwell but Scorpion grabbed him by the throat, before he smashed him into the wall.

"No more time, cure me now!" yelled Scorpion. "Look at my face, I'm losing my humanity. I don't have much time. I'm becoming a freak even more by the second."

"Listen here, Gargen, you were the one who wanted the power," said Stillwell.

"You didn't tell me the experiment would do this to me," argued Scorpion as he threw Stillwell to the floor, before his tail swung and smashed into Stillwell, sending him flying. Unlike with Spider-Man, who could take the blunt of the blow, Stillwell was slumped down against the wall. Scorpion turned and raised his tail, before he impaled Stillwell with it. His venom pumped right into the scientist, poisoning him. Scorpion ripped the tail from Stillwell's chest a gaping wound, as the scientist did not move. "Jameson, Jameson did this to me as well. I already taken care of you Stillwell and Spider-Man and Jameson, he's next."

Scorpion smashed up the computers in his rage, before he walked off, the lab exploding as he left. The thought that killing Stillwell eliminated any chance in returning to normal only briefly crossed his mind. He would make Jameson find him another scientist or the publisher would pay the price.

"Mildly burned," said Gwen trying to remain calm, as she watched Peter sit down, his hand a bit raw. "You're lucky it wasn't worst. I think that should heal."

"It will," said Peter as he winced, putting burn paste on his hand, before he wrapped it over. "The Scorpion came close to offing me that time. Just have to regroup and figure out a way to beat him."

"Good thing your aunt wasn't here, in the state you were in," remarked Gwen calmly as she sat down next to Peter.

"Thanks for coming over on such short notice, I might have not been able to treat this without your help," said Peter as he looked at his tattered costume. "Completely trashed, thankfully I have a spare, but the problem is that the Scorpion is still out there, putting people in danger. He's getting more unstable at the minute, whatever was done with him, it's causing him to lose his mind."

"Well his DNA was tinkered with, that might be something a lot of people insane with such vast changes," said Gwen. "His scorpion instincts are taking over from his human instincts I'd imagine. Still, as much as I'd like to show faith in you, the fact is that in a straight up fight, don't take this the wrong way Peter, but you don't have a chance in defeating the Scorpion."

"Gwen, I'm afraid you're right, scorpions prey on spiders, they are much stronger physically," said Peter in a slightly defeated voice, but he brightened up. "His mind degenerating into something more primal and animalistic, less rational and less like the private detective. Physically I can't beat him but if I can exploit his weaknesses, The Scorpion could be defeated. He's like every other villain that I've faced, he has his weaknesses."

"Yes," said Gwen nodding as she thought hard, trying to recall everything that she knew about scorpions and what might allow to defeat them, as Peter did the same.

The Daily Bugle office was nearing deadline, when The Scorpion smashed right through the front door, as several members of the Bugle looked up in shock.

"M-m-may I help you?" asked Betty Brant in a shaken voice.

"Jameson, where's Jameson?" demanded Scorpion as he reached forward and flipped over a desk. "JAMESON, WHERE ARE YOU?"

"What's the meaning of this?" asked Robbie Robertson. "What are you doing here?"

"This is between me and Jameson, stay out of my way!" snapped Scorpion as he stepped forward.

"I'll handle this Robbie," said Jameson as he walked from his office, before the Scorpion rushed forward.

"You're going to change me back, Jameson, find me a scientist, anyone, change me or I'll kill everyone in this building!" shouted Scorpion in a crazed voice, as he shook Jameson madly.

"Look, Gargen, we can talk about this in my office," said Jameson, but Scorpion shoved him down. "Look, the cure, there is none, it's permanent, one way, Stillwell..."

"WHAT?" demanded Scorpion as he raised his tail an attempt to impale Jameson, but a strand of webbing shot out and spun Scorpion around, where Spider-Man stood, facing off against Scorpion. "You? Why won't you stay dead?"

"Just too stubborn, I guess," said Spider-Man as he sprung up, dodging Scorpion. "Everyone get out now, I'll hold him…that means you too, Pickle Puss!"

"Listen to me you disrespectful whelp, this is my office, I call the shots, and…" said Jameson but Spider-Man managed to just barely block an attack from Scorpion, directed right at Jameson.

"No, you won't cheat me, you wall crawling freak!" shouted Scorpion as he spun his tail around, but Spider-Man ducked down and shot several strands of webbing, but Scorpion snapped them, before he leapt up and knocked Spider-Man backwards, causing him to fly right through a glass window, landing him Jameson's office with a thud, as he saw Eddie Brock look up with glee. "I'll be back for you, Spider-Man, right now, Jameson's going to pay right now, for making me like this."

Scorpion grabbed Jameson, the publisher struggled, but the villain leapt out of the window, running quickly to a destination. Rushing inside, Ned Leeds and Robbie looked to pick Spider-Man up.

"I'm fine, the only thing that's injured his my pride," said Spider-Man as he picked up, brushing the glass off of his shoulders, once again counting himself lucky, before he moved to the window that Scorpion and Jameson just left from. "Now, I'd love to stay and chat, but I've got to save Jameson…the things I do in the name of great power coming with great responsibility."

Spider-Man swung out, following Scorpion.

" _Oh no," thought Spider-Man in horror where he realized where the villain was heading. "Nuclear power plant…he's completely lost his mind now."_

"Gargen have you lost your mind?" demanded Jameson but he looked, as Scorpion's hands had turned into some demented claws, with stingers at the end. He was becoming more deformed and less human by the second.

"I've figured it out, Jameson and there's nothing you can do about it," said Scorpion as he chained Jameson to a pipe, his face growing more deformed, as he looked at Jameson with yellows like eyes. "Radiation turned me into the monster I was, radiation can change me back to normal and that's what's going to happen right now."

"But, millions will be killed!" shouted Jameson.

"It'd make a hell of a news story, though Jonah!" yelled Scorpion, absolutely beyond sanity and reason. "Too bad you won't be around to report it! Because, you'll die first!"

Scorpion looked at the reactor, studying it for a brief moment, not that it exactly mattered with his plans.

"Overloading this thing should be a snap, I'll turn back to Mac Gargen, even if it kills me!" cried Scorpion as he stepped forward, but webbing wrapped around his hands and he was spun around, with Spider-Man kicking him right in the chest. Scorpion bounced back to his feet and turned. His tail swung but Spider-Man leapt up.

"You know, I don't know why you're obsessed with turning back into Gargen, your looks have actually improved," said Spider-Man as Scorpion charged him but the wall crawler jumped up. The crazed villain smashed right into a door, before Spider-Man swung around and knocked him for a loop with a huge punch. "Then again, with your end of the spectrum of ugly, it's kind of hard to tell!"

"I'll make you pay for what you've done to me!" shouted Scorpion, as he turned his tail upwards and a sickly stream of acid was just narrowly avoided, but Spider-Man dropped down, dodging an attack, before he bounced off the ropes. "A spider can't beat a scorpion but this time I'll put you down for good, and then it's bye-bye for everyone."

A strand of webbing was wrapped around the tail and Spider-Man leapt up, before he managed to pull Scorpion up. The villain hung upside down, thrashing around, as Spider-Man rushed over before he broke the chains holding Jameson.

"Out now!" shouted Spider-Man forcefully.

"You better take him down," grumbled Jameson but he turned around, much to the shock of Scorpion.

"You're actually hoping Spider-Man wins, Jameson?" asked Scorpion.

"Given that you're the alternative Gargen, I would be rooting for Doctor Doom!" shouted Jameson loudly. "You're an even bigger menace than the web head is and…he's the only one who might have a chance in taking you down."

"Admirable sentiments, fuzz head, now book!" shouted Spider-Man and Jameson, after shooting one more nasty look towards Spider-Man, left, just as Scorpion freed himself and dropped down. He attempted to impale Spider-Man with his newly created hand stinger claws but Spidey did a back flip and Scorpion was momentarily stuck in the wall. Spider-Man grabbed a fire extinguisher off the wall and swung with all his might, denting it right in Scorpion's head, before he sprayed him with the contents in the object. "This should cool you off."

Scorpion's tail swung and caught Spider-Man, knocking the web head to the ground. He dodged an attempted spike to the chest from the Scorpion's stinger before he wrapped Scorpion against a pole. Scorpion broke out and grabbed Spider-Man before he flung him right inside of the panel to the reactor.

"This time, you wall crawling freak, I'm going to finish you off for good!" shouted Scorpion.

"You're calling me a freak?" asked Spider-Man as he ducked his head, before rolling out of the way of an attack, and a spike shot right at him, narrowly missing shredding his elbow. "Ever take a good look in the mirror lately, Gargen? I mean, you mean Doom look like a teen heartthrob."

"SHUT UP!" shouted Scorpion as he attempted to destroy Spider-Man with one of his most vicious attacks yet, but he had been lured right into Spider-Man's web and right into his trap.A strand of webbing tucked the release valve. Spider-Man slid out of the way, as liquid nitrogen bombarded Scorpion. Scorpion struggled, but he was cooled down and unable to function. The suit protected him from being killed but he was kept in place.

"Time for you to cool down, Scorpion, you're finished," said Spider-Man as he turned, to contact the proper authorities, as Scorpion offered very little movement, having been frozen in his tracks.

Spider-Man dropped down right in front of Jameson, who watched Scorpion hauled off to Ravencroft for treatment.

"I hope you learned a valuable lesson from this Jameson," said Spider-Man but Jameson slowly turned, as if outraged that Spider-Man dared speak to him in such a tone.

"There wouldn't be any need for Gargen to be turned into that thing, if it wasn't for you, if it wasn't for you, there wouldn't be any of those super villain nutcases!" bellowed Jameson before he added in a slightly lower and quite nasty tone of voice. "Besides, you can't prove anything, Stillwell was killed and the only way you can testify against me if you remove that mask in court."

" _Got me there, I'm afraid," thought Spider-Man desperately. He could not reveal his secret identity, not without endangering a lot of people he cared about._

"Well, I guess I'll stick around, to make your life more interesting," said Spider-Man as he swung off, ignoring Jameson's rants about how he was a menace and a reprobate and all kinds of other comments that he had grown to love from the jolly one.

Dr. Bruce Banner arrived in town on a plane, walking forward in a calm manner, which was definitely a good thing given certain circumstances about Banner. He was giving a lecture at Midtown High that day and hoped that at least some of the students would be interested enough in what he was saying. These lectures tended to be hit and miss.

Still it kept his mind calm and busy, and prevented the path to frustration and possible anger. The anger that would unleash the monster from within Bruce Banner.


	14. School Dancing and Hulk Smashing

**Chapter Fourteen: School Dancing and Hulk Smashing**

A young man was in the process of cleaning out a vault, with a boomerang stuck in the wall. All of the guards and other customers at the store were rendered unconscious thanks to the knockout gas in the boomerang.

"Right, going to be quite the take tonight, I tell you that, best job I've ever pulled," said the young man before he came face to face with a certain web slinger.

"Okay and I'm sure I don't have to tell you that stealing is in fact right," said Spider-Man.

"Blimey, if it isn't Spider-Man," said the young man. "I've been waiting to try my luck against you, web head."

"And you're name is…" prompted Spider-Man as he prepared for anything this outlandishly dressed thief was going to throw at him.

"The name's Fred Myers, mate," said the young man. "But everyone calls me, Boomerang, for obvious reasons."

With a quick draw, Boomerang pulled out two boomerangs and moved forward. Spider-Man quickly shot webs around one, pulling it from his hand, but the young criminal dodged an attack, before he measured Spider-Man with careful aim. The boomerang was thrown, moving right through the air to take Spider-Man off but Spider-Man ducked down underneath the projectile.

"Missed!" called Spider-Man but he paid for his arrogance as the boomerang came back, knocking Spider-Man right in the back of the head. Boomerang caught it, before he brought his lips to it for a kiss.

"Man, this is going to net me some big bucks, the boomerang that knocked out the Spectacular Spider-Man," said Boomerang gleefull as he rushed forward, throwing another boomerang over his shoulder, this one an exploding model, which caused a miniature explosion, causing a minor cave in and allowing him to get away or so he thought. Spider-Man caught the debris, before he swung out a window, moving right in front of Boomerang and a strand of webbing pulled his prized boomerang out of his hand. Boomerang attempted to pull another one, but Spider-Man wrapped him up and the next thing he knew, he was hanging upside down from a light post. An attempt to pull himself free but it was no good.

"And that will be it for your crime spree, Boomerang" said Spider-Man as the thief struggled.

"You win this round, but like my namesake, I will come back and fight you again, Spider-Man!" shouted Boomerang but Spider-Man swung off, leaving the police to deal with it. A stop at the Bugle for photos of his battle with Boomerang and then he had a dance to get ready for.

" _Besides, what are the chances that anything's going to happen that will need my attention?" asked Spider-Man, as he swung around the corner and prepared to make the change to Peter Parker._

Having walked up to the Stacy residence, Peter raised his hand, knocking on the door. The door opened to reveal George Stacy who stood right in front of Peter.

"Ah, good evening, Peter," said George in a good natured tone of voice. "Gwen will be down in a couple of minutes, she's just finished getting ready. Why don't you come in and take a seat?"

"Thank you, Captain Stacy," said Peter with a grateful nod as he sat down on the chair.

"Gwen tells me you've been holding up well lately, that's good," said George. "And got yourself a job, with the Bugle of all places, shows how good you are at taking photos."

"Well to be honest, sir, Spider-Man is a bit tricky to get photos of, I've the only one who's been able to get any decent shots of the web head in action," offered Peter. "Not that Jameson goes out of his way to praise my work."

"I'll tell you this Peter, I know J. Jonah Jameson and while he doesn't give out praise lightly, he doesn't give out jobs lightly either, the photos you gave him must have been something," said George. "You wouldn't mind telling me exactly how you manage to get those photos."

"Well it has to do with a steady hand and a whole lot of luck," said Peter casually, choosing his works carefully.

"Figured it would be something along those lines, photography isn't really something I'm not familiar with," said George.

" _Neither am I, quite frankly, other than a bit of dabbling here and there, but hey, it helps pay the bills," thought Peter._

Peter's eyes snapped up towards stairs, when he saw Gwen making her way down the stairs. She looked absolutely breathtaking.

"Wow," murmured Peter as Gwen responded with a smile. "You look even more beautiful then ever, and I didn't really think that was even possible."

"Thanks Peter," said Gwen. "You clean up nicely too."

"So shall we go," said Peter and Gwen nodded. "Bye, Captain Stacy, I should have Gwen back before nine."

"I trust you will, Peter," said George. "I know you're a man of great responsibility."

"Bye Dad, see you later tonight," said Gwen as they walked out. It was a short walk towards the school, as Gwen eyed the bag that was over Peter's shoulder nervously.

"I hope the web head won't have to interrupt our night, but unless it's an absolute emergency, there's no need for Spider-Man," said Peter.

"Besides, dozens of other super heroes in this city, I'm sure one of them can handle any issue that comes up," said Gwen with a laugh.

"Unless someone crashes the dance, Spidey can sit out tonight," muttered Peter.

"That sounds like a good enough deal to me," said Gwen as they walked towards the school hand in hand.

Bruce Banner sat in the hotel room, putting his things away. The plane would leave in the morning and he would be able to get a few hours sleep, before it was time to leave. The lecture gone as well as could be expected, even though he wished a few more people would have shown interest but he learned not to let such matters get to him. Science was simply not something that interested many young people these days.

Whirling choppers and bright lights caused Banner to turn forward. He saw a helicopter with the word SHIELD stamped on the side and his eyes widened, as several SHIELD operatives smashed right through the windows, weapons pointed at Banner.

"What is it, Fury?" asked Banner. He had his share of dealings with the SHIELD commander or rather his alter ego did, more than once. It was never pleasant.

"Bruce Banner, you are under arrest from the destruction of several villages in the Northwest United States and Canada," said Nick Fury, as he stepped forward. "Come along quietly and calmly and we can make this nice and easy."

"I swear, it wasn't me," said Banner as he stepped back. The truth was that he had not recalled turning into his green alter ego for at least a month and that was a good sign if any. But it appeared that Fury and the rest of the members of SHIELD.

"Right, Banner, I warned you before, now you're going to be taken in," said Fury, as several stun blasts were leveled against Banner, which irritated him more than anything. "Keep firing, before he transforms!"

Banner dropped to the ground, hands to his temples, as his body shook madly, before his shirt ripped, his skin turning green. The SHIELD Agents continued to fire, but it bounced off the thick green skin of the beast that Bruce Banner turned into, known as the Incredible Hulk and needless to say, he was none too happy.

"YOU NO HURT HULK ANYMORE!" bellowed the Hulk as he picked up the bed, before he flung it with all of his might towards the SHIELD agents, causing them to scatter. Hulk turned, before he smashed through the wall and continued his rampage, smashing the stairs and causing several people in the hotel to shriek in absolute fear.

"To the helicopters quickly, circle around, try and catch the Hulk as he goes out, we can't let that monster get into the city, no matter what," ordered Fury gruffly, as the SHIELD operatives did as they told. Fury followed, ready to give the orders to break out the heavy weaponry, because he was damned if he would have to clean up another Hulk created mess.

Working in his lab, Norman Osborn looked at the formula with a grin. It was increased several times past the capacity that he had to begin with, with several of the imperfections eliminated. He would need to heat the formula, before blasting it with explosive charges, to increase its potency and potential for the plans Norman Osborn had for it. Everything needed to be precise if he could carry out his plans.

Hulk continued his rampage, fueled by absolute anger and rage. The chasing helicopters and ground vehicles only served to agitate the green monster. A stun missile had only stopped him for mere seconds, before he lifted one of the ground vehicles up and flung it into the air.

"AGENT MEN WON'T GET HULK!" shouted Hulk as he flung it into the air. The operatives in the helicopter bailed immediately, and Fury watched. It was fortunate that the Hulk picked one of the vehicles that was operated by remote and had no men inside. Several of the operatives on the ground, after barricading the streets to keep citizens fro getting in their way walked forward, weapons at the ready.

"Now, listen here, Banner, we're just going to sedate you and change you back and no one has to be hurt," said one of the agents in an attempt to appease the Hulk but the monster was beyond reasoning at the moment.

"AGENT MEN WON'T TURN HULK BACK INTO PUNY BANNER!" shouted Hulk as he jumped forward, before he snatched the weapons and crushed them in his hands. "LEAVE HULK ALONE!"

"I'll handle this," said Fury, as he grabbed one of the weapons that Hulk hadn't damaged and turned the sonics up to the next level. "Cover your ears, this could be deadly for any humans caught in the blast."

Fury turned the weapon right on the Hulk but despite a brief moment of pain, the Hulk turned, smashing right through the barricades. He hoisted a parked truck over his head and flung it right at the operatives, who threw their grenades but the Hulk was already airborne, having leapt onto the building, smashing into them as he made his way further away.

"Air command, shadow the Hulk, find a way to lure him away from civilians, my team will follow on the ground, to try and intercept him before he causes too much damage," said Fury in his usual gruff matter, as the two teams mobilized to do as he said.

The Gymnasium was crowded at Midtown High School, as Peter and Gwen walked through the doors, after being checked for identification. The dance was getting going, as they quickly spotted Liz and Harry on the other end of the dance floor. Harry looked a bit nervous but he tried not to look the part.

"Gwen, Pete," said Harry cheerfully. "How are you guys doing tonight?"

"Great, Harry, at least I am," said Peter.

"The same as Peter really, I hope to have a good time tonight," said Gwen.

"Providing there isn't any problems," added Peter almost casually. "You know, no disasters or anything…"

"It's a school dance, what's the worst that could happen?" asked Liz. "Harry told me about your job at the Bugle, but I'm sure they can live without your pictures for one night."

"Yeah, Liz, you're right, they can," said Gwen, as she gripped Peter's arm. "So are you two having a good time."

"The best so far," said Liz with a smile. "It's so much nicer not to hear about the latest great pass of the great Football Quarterback hero of Midtown High."

"It's a wonder how Flash fits his head into that Football helmet sometimes," replied Peter as he looked. "See he found a date."

"Well obviously he did, I mean, there's always going to be someone who wants to be his girlfriend because he's Flash Thompson," said Liz dismissively. "Bit of an air head it looks like, was I really like that?"

"You don't really want me to answer that, do you," said Gwen. "Listen, Liz, you've grown beyond him, we've all grown, he might someday."

"Don't hold your breath," muttered Harry, who realized that some people never changed. His father was living proof of this fact. "So Liz, would you like to dance?"

"Of course, Harry, I'd love to," said Liz as the two headed out to the dance floor.

"Well Gwen, looks like everyone is doing this, so would you give me the honor of this dance, my lady?" asked Peter.

"I'd be insulted if you didn't ask, Mr. Parker, this is a dance, after all," said Gwen with a smile as she held out her hand. "Lead the way, hopefully I remember my dancing lessons from when I was five."

"I'm sure you will do fine, providing you can pick up the slack for someone with two left feet like me," said Peter but Gwen just smiled.

"Don't worry Peter, I think we can manage," said Gwen with a shrug. "If not, it could be either an embarrassing or an amusing memory."

With that they walked out to the dance floor.

"BROCK, GET YOUR KEISTER IN HERE!" bellowed Jameson, as the ill tempered publisher of the Daily Bugle watched and Eddie Brock stepped forward.

"You called, JJ," said Brock in a cool, calm, and collected voice.

"Yes, Brock, we just got word of a rampaging monster throughout the city," said Jameson. "Parker's not available and besides, you owe me something after you've failed to get pictures time and time again. It's a big one Brock, the Hulk is on the loose again and he's into the city."

"Wait a minute, the Hulk?" gasped Brock. "As in the Incredible Hulk?"

"Yes, Brock, the Incredible Hulk, big green monster, hard to stop, gets mad and smashes things, you know that Hulk," said Jameson. "That's beside the point, get your camera and head out. I want photos of the Hulk's rampage and you better not mess up this time Brock."

"Don't worry, JJ, I won't," said Brock as he turned, grabbing his camera. Photos of the Hulk, that would be even bigger than Spider-Man. Parker had been close to taking his job as the lead photographer at the Bugle, but with some luck he could scoop that upstart and overshadow any pictures he could have gotten of Spider-Man.

It had been nearly an hour at the dance and Peter had to admit that he was having a great time. Judging by the look on his girlfriend's face, she felt the same exact way.

Unfortunately, like all good things, it would have to come to an end, as there was a loud rumbling outside and several smashing noises, that lead to car alarms going off.

"What's that?" asked someone in horror but the doors of the gym were smashed open and all dancing stopped, when they saw the angered form of the Hulk storming inside the dance.

"Is that who I think it is?" asked Liz quietly, as she and Harry were close to Peter and Gwen.

"HULK NOT LIKE LOUD MUSIC!" shouted the Hulk as he stomped forward. "HULK MAKE AWFUL NOISE STOP!"

"I'm afraid so," said Gwen as she looked at Peter, who grabbed Gwen and pulled her off to the side. Peter made a movement to slip out the door, as Hulk overturned a table with snacks on it on his way.

"Got to go, I hoped this wouldn't happen," muttered Peter, but Gwen anxiously grabbed his hand, watching the Hulk's destructive streak as the crowd backed off.

"The phrase way in over your head seems to come to mind," said Gwen as she looked at Peter with a pleading look.

"If anyone got hurt, I could never forgive myself," whispered Peter.

"If you got hurt, I could never forgive myself," muttered Gwen, but Peter turned to Harry, who was with Liz, backs towards an entrance.

"Harry, get the girls out of here, I'm going to try and phone for help!" shouted Peter, as he watched the Hulk knocked over a set of speakers.

"HULK MAKE LOUD MUSIC STOP NOW!" shouted Hulk as Harry, Liz, and Gwen moved, along with several others, as Peter slipped around. He saw Gwen give him an anxious, worried look and the fact is he felt his stomach turn in mild horror. The Juggernaut had a weakness in that the fact that his ability to keep moving no matter what could be turned against him. The Hulk had no such obvious weakness. "PUNY PEOPLE BETTER GET OUT OF HERE AND LEAVE HULK ALONE!"

Flash Thompson looked as the Hulk smashed a table, frowning as several girls screamed and more than a few boys as well. Taking a deep breath, he clenched his fists.

"Hey, you big green dork, no one trashes Midtown High without Flash having something to say about it!" taunted Flash cockily and he rushed forward, in a foolish attempt to tackle the Hulk but that worked out about as well as could be expected. The Hulk knocked Flash down and raised his hands in an attempt to finish off the loud mouthed jock but a figure swung down and scooped up Flash, before he could get Hulk Smashed.

"Admirable sentiments, but next time, leave the heroics to the heroes," admonished Spider-Man.

"Woah, Spider-Man!" shouted Flash, as if he could hardly believe his luck. "You saved me!"

"That's what I do," said Spider-Man nonchalantly as he dropped Flash off by the nearest exit. "Now remember, stay in school, don't do drugs, and don't pick fights with angry green monsters."

"Right!" called Flash as he ran off and Spider-Man turned around, before he shot a net of webbing, stopping the debris from falling on a group of girls, before he swung around and scooped up two girls who were in the line of fire.

"GET OUT OF HULK'S WAY!" shouted Hulk the moment that Spider-Man dropped to the ground and a large green fist caught Spider-Man right in the chest, causing the web slinger to fly backwards and land right on the ground with a thud. The Hulk stomped forward, but Spider-Man rushed forward.

"Whoa, listen here big guy, you can't do this, just rampage through a school like that, that isn't right," said Spider-Man but Hulk grabbed Spider-Man and hoisted him up.

"HULK NOT LISTEN TO PUNY BUG!" shouted Hulk as he threw Spider-Man like a javelin but turning his arm, the web slinger wrapped his webbing around a basketball hoop and he swung down, before he aimed a punch right in the Hulk's face. It had little effect, other than a stabbing pain. "HULK SMASH PUNY BUG!"

"Technically, spiders are classified as…"said Spider-Man but he was knocked right off of his feet. The Hulk, it seemed, was not in the mood for the impromptu biology lesson. "Okay, listen, deep breaths, no need to blow a gasket, I mean it's not that exactly good on your blood pressure to go on such destructive rampages. I mean, have you ever thought of investing in a stress ball?"

"PUNY BUG TALK TOO MUCH!" shouted the Hulk as he swung for Spider-Man. "HULK MAKE PUNY BUG SHUT UP!"

Spider-Man dodged an attack, before he grabbed onto a bowl of punch and flung it right towards Hulk but the monster smashed it into bits before he grabbed Spider-Man and hoisted him up. Spider-Man turned his arms.

"Time to slow you down," muttered Spider-Man as he shot webbing right in Hulk's face, causing his vision to be impaired.

"HULK NOT SEE!" shouted Hulk as he tossed Spider-Man to the ground. He just barely managed to brace for impact, but the Hulk continued to rush forward and smashed up the gym floor, causing it to crack. "HULK NOT NEED TO SEE TO SMASH PUNY BUG!"

Hulk reached for Spider-Man, feeling around for his throat but his frustration gave way and he began mindlessly smashing everything in his path.

"Come on, big guy, play follow the spider!" called Spider-Man, as he looked for something, anything that he could use as a weapon, but Hulk rushed forward, ripping the webbing from his face as Spider-Man hung from the folded up bleachers. "Come on big guy, give me your best shot. You can't smash me!"

"HULK SMASH YOU!" growled Hulk as he rushed forward but Spider-Man swung down, causing Hulk to smash right through the bleachers. This only slowed Hulk down for a moment as Spider-Man turned, shooting from both web shooters, in a futile attempt to wrap the Hulk up. "HULK NOT BE STUCK BY STICKY STUFF!"

The webbing snapped and Hulk reached forward, but Spider-Man slid underneath the legs. Foolishly, he jumped onto the Hulk's back but Hulk flung him into the ground and leapt into the air, to smash down but Spider-Man slid out of the way. A punch and Spider-Man was knocked right over the upturned table.

Eddie Brock arrived, with a smile. Spider-Man and the Hulk were fighting, this was bigger than he thought. The entire gym had been cleared out as he watched the wall crawler swing around, with the Hulk moving around. He snapped several photos of the battle, as the entire gym was nearly trashed, as Spider-Man looked to be running out of steam just as the Hulk was gaining momentum.

"HULK NOT LIKE THIS!" yelled Hulk as he jumped up but Spider-Man leapt down, nearly collapsing, before he webbed onto a set of speakers and swung them towards Hulk. "HULK JUST WANT TO BE LEFT ALONE!"

"Yeah, well that's not going to happen with the trouble you've caused," admonished Spider-Man but Hulk reached forward and grabbed Spider-Man, but Spider-Man kicked off and leapt up. He shot two strands of webbing and attempted to pull the Hulk up but they snapped. "Well that worked out poorly."

A flash of the photos caused Spider-Man to turn and see Brock.

"What are you doing here?" demanded Spider-Man as he saw Brock as Hulk stampeded forward. "Got to get you out here."

"Oh no, not this time, you web crawling creep!" shouted Brock as he leapt out of the way, and Spider-Man swung past him, missing him with Brock holding up his camera triumphantly with a grin on his face, as if he thought he was something because he believed he outsmarted Spider-MAn. "Ha, not going to lose my camera this time…"

"HULK SMASH!" shouted Hulk as he swung his fist, causing Brock to fly to the ground, along with his camera, which shattered from the immense impact of the Hulk's fist.

"NO!" shouted Brock but Hulk turned and moved right towards Spider-Man, smashing the walls and smashing his way outside the building.

"Come on Hulk, out in the opening, don't want to collapse the building and kill anyone who might still be in side," said Spider-Man in desperation and Hulk seemed to take the bate, as they were out into the parking lot. Spider-Man stepped backwards, but the SHIELD helicopters and vehicles arrived, rolling down into the parking lot, before several dozen operatives.

"Fury," muttered Spider-Man, saying the word as if it disgusted him.

"HULK NOT LIKE AGENT MEN!" shouted Hulk as there were several sonic weapons brought out. "THEY TRY TO HURT HULK!"

"Open fire, take down the Hulk!" shouted Fury, but Spider-Man swung into the way. "Out of the way, kid, this is SHIELD business and I can have you brought in if you interfere."

"Yeah, you could, but it seems to me like your men are getting a bit trashed," said Spider-Man as he watched Hulk make mincemeat out of the SHIELD operatives. "Look Fury, we need to find a way to stop the Hulk."

"Yeah right, listen, kid, leave it up to me, Hulk's wanted for a little rampage he did," said Fury. "Swing on home, fight some nutcase in a costume, do something, just stay away from here. The only way to stop the Hulk is to calm him down and good luck in doing that."

"You mean his powers are fueled by rage," said Spider-Man.

"Yes, you are a smart one, Parker," said Fury sarcastically as he rolled his eye.

"I can stop him," said Spider-Man as the SHIELD agents moved in, throwing gas grenades at the Hulk but the Hulk picked up one of the cars in the parking lot and smashed it down.

"Right," said Fury disbelievingly but Spider-Man grabbed the weapon he had. "Give that back kid, that's government property, I could have you locked up for this!"

"Give me ten minutes with the Hulk and I'll find a way to stop him," said Spider-Man as he eyed the weapon. "Even if I have to use this, but I doubt I will."

"Fine, but it's on your head if he destroys the city even more, Spider-Man," grumbled Fury. "Men, stand down, Spider-Man wants to try to stop the Hulk. This should be amusing."

The SHIELD operatives backed up in relief.

"GET OUT OF HULK'S WAY!" shouted the Hulk but Spider-Man refused to stand down.

"No, listen, we've got off on a bad foot, Hulk, but I'm not going to try and fight you," responded Spider-Man calmly. "Look at you, this anger, it's getting the better of you. I mean, your just playing right into Fury's hands. You're better than him."

"HULK BETTER THAN EYEPATCH!" shouted Hulk as he clenched his fist but he looked at the weapon, which Spider-Man dropped to the ground, with a disapproving look from Fury.

"Attack me, Hulk Smash me, do whatever you want, but I'm not fighting back, unless you put innocent people in danger," said Spider-Man. "And if you want to be left alone, I'll help you with that too."

"PUNY BUG HELP HULK?" asked Hulk and Spider-Man nodded, as Hulk backed off, breathing heavily, as he turned, his anger fading. Fury looked on, but held his commanders off, as Hulk reverted back into Bruce Banner.

" _Wait a minute?" thought Spider-Man in absolute shock. "That rampaging monster was really that mild mannered scientist that gave a lecture this afternoon? Well I'll be, just when you think you know a guy."_

"It happened again, didn't it?" asked Banner as he turned to Fury. "Well, I guess I'm going to have to be taken in."

"No Banner, not today," said Fury as he turned to Banner. "I would but more evidence has come in, that your alter ego might not have been involved after all. Still, keep that temper in check or we might be having another meeting, and this time Spider-Man won't be able to save you."

" _Yeah nice of you to find this out Fury, after I got knocked around by the jolly green giant there," thought Spider-Man bitterly._

"Right, Commander, I better get going," said Banner.

"Come with me to the airport, just as a precaution, wouldn't want you to have a relapse," said Fury gruffly and Banner nodded, before they walked to the ground transport. "And we'll have a nice long talk about keeping your anger in check to keep the Hulk's appearances limited."

Spider-Man collapsed on the ground, completely battered, before he pulled himself up. The dance was ruined, but he needed to chance quickly before it was realized that Peter Parker was missing.

In the home lab of Norman Osborn, there was a loud humming sound, that proceeded with a large explosion that blew the lab door right off of its hinges. Green smoke filled the hallways, as there was a fire that caused the lab to completely burn, claiming the computers in the lab and notes. Several more explosions rang out because of the chemicals in the lab, as the Osborn butler rushed forward.

"MR. OSBORN!" shouted the butler but the fumes had made him light headed and he backed off quickly. He could not see any sign of his employer anywhere, and he turned quickly, to call the authorities, on the change that Norman would still be around.

Had the butler stayed around for a minute longer, he would have seen a figure moving in the shadows, towards a secret exit in the lab. His plans had gone to the letter and now he would be able to move onto the next phase.

"Peter!" shouted Aunt May as she rushed over to hug her nephew. "I saw what happened at the dance, that awful Hulk person ruining the dance…"

"I'm alright Aunt May, but it's definitely not something I would want to repeat in the future," said Peter, wincing. "I would have gotten home sooner, but I had to make sure Gwen got home safely, because who knows what's out there any more."

"And who would have protected you, young man?" asked May but Peter just shrugged. "Still, you're home now, but it must be awful that your night was ruined."

"I know, Gwen and I were having a good time," said Peter honestly as he turned to help himself to a late night snack. He hoped that Banner got out of town safely and that he would not be coming back any time soon. He felt he was lucky this time but doubted he would survive another go around with the Hulk.

An impressive looking man with dark hair and a black mustache exited a plan, dressed in an Africa safari outfit. The man's name was Sergei Kravinoff and he was one of the most skilled game hunters in the world. He had brought down many wild and vicious beasts but he looked a photograph of his newest prey.

"So this Spider-Man is supposed to be tough to defeat," said Kravinoff. "No prey is tougher than Sergei Kravinoff. I will stalk and then I will eliminate him. This Spider-Man will just be another trophy for my collection. The greatest beasts in the world, but none could match the might of Sergei Kravinoff."

Kravinoff moved from the plane, without another word, he would map out a strategy as he would with any other beast before he moved in for the kill. He never failed to capture his prey and he doubted this Spider-Man would be any different.

Harry returned home but he stopped in his tracks in shock, when he saw police cars surrounding his house. He quickened his steps before he was stopped by an officer.

"Hold up there, you can't go in," said the officer. "Norman Osborn was caught in an explosion in his laboratory, the fire consumed everything inside…"

"WHAT?" asked Harry in absolute shock. "That's my father…what happened…is he…"

"We don't know what happened," said the officer. "There's been no body found, so nothing is confirmed or denied. There is no sign that he had perished in the lab but I must say it looks highly unlikely that anyone could have survived that explosion. If the explosion didn't get him, the fumes that place was giving off would. I'm sorry."

"Don't be," said Harry stiffly as he turned around, as if shocked. He had thought of his father to be untouchable, he thought the old man would be around always but if he was dead, than Harry quite frankly did not know what to believe. Strangely, he felt a strange combination of grief and relief. On one hand, it was his father, but on the other hand, he had never been much of a father.

Still, Harry turned to be along, with questions buzzing in his head. There would be no way to determine what had gone wrong until there was investigation but the most obvious thing was that he knew his father and when it came to Norman Osborn's work, he made no mistakes that could cause such an accident.

This had to be premeditated murder but by whom and why?


	15. The Hunt of Sergei Kravinoff

**Chapter Fifteen: The Hunt of Sergei Kravinoff.**

"Harry, we're really sorry about what happened," said Gwen as she had stopped by, along with Peter, outside of the Osborn mansion early the next morning when they heard the news.

"Yeah, trust me, I know what you're going through," said Peter seriously.

"No, don't be, it's not like we're for sure he's dead, but then again there's nothing that points to him being alive either," said Harry.

"They're chalking it up to an accident, aren't they?" asked Peter.

"That's what they've said," said Harry but he looked like he was not going to believe something so simple. "The fact remains I think that my father…well he doesn't do accidents…so it's something else…"

"You mean you think he's murdered," said Gwen as both she and Peter looked horrified and Harry nodded. "Don't you think that's a little extreme."

"Besides who would have a motive?" asked Peter and Harry rolled his eyes at his friend.

"Look Pete, I know you're trying to be supportive, but don't be that naïve," responded Harry as he looked at his friend. "My father made more enemies than anyone could count. I bet he's even forgot all the toes he's stepped on. Companies put out of business…absorbed into Oscorp and that just really scratches the surface. Taking a list of the people that didn't have a reason to kill my father in this city might take less time. Everything that he's ever done only was done to benefit him. All that charity work that you read about, done for tax purposes. He couldn't care less, he couldn't even bother giving a damn about his own son half the time."

"Harry, no I don't think you really mean that," said Gwen. "I know you're father wasn't…well he was kind of…I don't know the right way to put this."

"A cold hearted bastard," offered Harry with a bit of malice in his voice before he shook his head. "Look, I am broken up that he's gone, if he's gone but I'm not going to pretend that Norman Osborn was the ideal father. I'd trade all of the money in the world for the kind of life either of you two have."

" _No, Harry, trust me, if you knew, you wouldn't want any of my life," thought Peter, trying to keep the amusement off of his face._

Harry turned around, Gwen and Peter wondered what they could say.

"It was murder, they're investigating it right now and they'll find out the truth," said Harry who was barely able to resign himself to the fact that his father had been killed.

"Or he could have made a mistake," said Gwen trying to lessen the darkened mood but Harry was not buying it for one second.

"If you listened to my father, he never made mistake, no wait, in fact there's only one mistake he thought he ever made," said Harry and Gwen and Peter exchanged awkward looks. "Look, I'll be fine, both of you don't need to worry about me. Both of you've been through this before and now it looks like it's my turn."

"Begging your pardon, young Master Harry, but there's a Mr. Wilson Fisk here to see you," said the butler and Harry just nodded stiffly.

"Send him in, please," said Harry as he moved forward.

"Wilson Fisk, the Wilson Fisk?" asked Gwen.

"The major philanthropist Wilson Fisk?" asked Peter with widened eyes. "One of the richest men in New York City."

"The very same," said Wilson Fisk as he stepped forward. "Young Mr. Osborn, I offer you my condolences for your loss, I assure you the world has lost a brilliant mind. I was a friend of your father's and he will be missed."

"Indeed?" asked Harry as Fisk nodded. To be honest, he found it hard to believe his father would have anyone he would consider to be a friend.

"Yes, quite, your father and I go back a number of years, it is a shame that he met such a premature demise," said Fisk, who admittedly enough was curious about the details of the accident. It came as a shock that Norman Osborn had suffered such a fate and Fisk would not rest until he had figured out exactly what caused the accident. "Still, the details of the accident I'm sure will remain a mystery, but as Oscorp is your future, I'm sure you are determined as your father may be to ensure that this company continues to grow. It is after all the best way to honor the memory of your father."

"I guess one could say that, Mr. Fisk," said Harry as Fisk turned to Harry with a smile.

"As one of the charter members of the Oscorp Board of Directors, I have taken the liberty of calling a press conference for later this afternoon," said Fisk. "Where there will be an announcement of the future of the company and it will be safe to say that you should be a big part of that future, Harry."

"I'm sure that should be the case, Mr. Fisk," said Harry with a nod as Fisk turned towards Gwen and Peter.

"I believe I haven't had the pleasure of meeting your friends," said Fisk.

"Peter Parker," said Peter.

"Gwen Stacy," said Gwen.

"Ah yes, you must be the Peter Parker that Norman is speaking highly of," said Fisk with a nod. "He expected great things for you and judging by what I've found out about you, he was far from wrong. You are truly a bright young man Peter, keep reaching for the stars and Miss Stacy, the daughter of the Police Captain George Stacy, correct?"

"Yes, Mr. Fisk," said Gwen.

"Your father is a dedicated man, if we only had more like him, the city would be a secure place," said Fisk with a bright smile. "Well it is been an honor meeting all three of you but I'm sure as you realize, time waits for no man. I best prepare for the press conference this afternoon."

"Right, I'll see you than, Mr. Fisk," said Harry as Fisk nodded, before he walked off and at that, Peter's new cell phone rang. He turned to go to answer it.

"PARKER!" shouted the very audible voice of J. Jonah Jameson.

"Yes, Mr. Jameson," said Peter politely.

"You're going to be assigned to the Oscorp press conference today, I want pictures and plenty of the, do you hear me Parker?" asked Jameson.

"Loud and clear, boss," said Peter and Jameson hung up without another word.

"News travels fast, doesn't it?" asked Gwen and Peter nodded, before they both turned to Harry. "Nervous about having to take over from your father."

"No, more like nervous about what kind of messes he left behind that I might have to clean up," stated Harry.

Peter sat out in the press area, with Gwen and Harry sitting two rows behind him as Wilson Fisk walked up the podium, tapping on the microphone.

"Thank you for coming, my friends, my name is Wilson Fisk, perhaps you've may have heard of me, I only show up in the paper every day or so," said Fisk which caused several laughs at Fisk's joke. "Nevertheless, I was horrified at the accident that Norman Osborn suffered as much as I'm sure many of you are. Oscorp was a revolutionary company, that helped drive this city for a number of years. But like all companies, they could not succeed without their leader and that leader was Norman Osborn. The Oscorp Board of Directors have decided to put all business on hold for recent future, allowing the New York City Police Department to conduct their investigation into the death of Norman Osborn, to determine whether it was an accident or whether foul play was involved. Then, Norman's son, sixteen year old Harry, should be able to take over the role of head of Oscorp, a task that I personally don't envy him for. The young man has big shoes to fill, the biggest."

Peter sat up, suddenly, his spider sense tingling, now at the oddest times, the sounds of a rocket engine propelling something in the air, right towards where Wilson Fisk was standing. Immediately, Peter braced himself, no time to change into Spider-Man, as he leapt forward and knocked Fisk over, just as an object whirled through the air and landed right on the podium, blowing it to bits, causing the crowd to scatter. Peter looked up through the smoke, seeing a green blur in the air as the crowd seemed to be in too much of a panic to realize that Peter had saved Fisk. Two more of the objects were thrown right towards the crowd, aimed to Fisk.

" _They're pumpkins?" thought Peter in a confused manner once he got a good look at the ammo, as they just narrowly missed Fisk and exploded. "Exploding pumpkins!"_

"Guards, shoot him out of the sky," said Fisk, as there was another explosion but the figure flew off, to avoid the gunfire, throwing one more pumpkin bomb behind him. Squinting through the smoke, Peter managed to notice a green blur flying in the opposite direct. The press conference had broken down and Peter turned right towards Gwen who stood off to the side.

"Gwen, if anyone asks, I had to go replace my camera lens," said Peter and Gwen nodded, before Peter ran off in the opposite direction. He had to catch whoever that person was.

Sergei Kravinoff sat perched on the roof of a building with binoculars. He had been watching for any signs of crime, because that's where he could find Spider-Man. The explosions had caused Kravinoff to turn, and he saw a figure flying away from them on a glider. It was not Spider-Man, so he relaxed until moments later, he saw the hero web slinging across the city.

"So, Spider-Man, you come out at last," said Kravinoff as he watched the fluid, graceful movements as Spider-Man swung across the city, with a smile of glee. "This is going to be my greatest hunt ever."

With expert grace, Kravinoff leapt from one roof top to another, before he turned, weapons at the ready, stalking Spider-Man, ready to lure his prey in for the kill.

" _Man who was that guy, I mean what did he want with Fisk and tried to kill him, I'm sure Fisk has people that would want to take him out, he's rich after all but he seemed like a good natured guy," thought Spider-Man as he swung across the city, trying to get sight of the mysterious attacker. "I won't let him get out of my sights, those pumpkin bombs, it was very lucky no one was blown to bits, he's a danger to everyone, whoever he is and I'm going to find that out."_

Spider-Man was stalled when his spider sense went off and he turned, seeing a dart flying right towards his direction. He ducked out of the way and the dart harmlessly dropped to the ground, before a figure somersaulted into the air, knife in hand and cut right through Spider-Man's webbing, before kicking him right in the ribs. Spider-Man dropped down right onto a lower building and he had to dodge the knife being impaled into him. He turned around, as his enemy rushed forward.

"Now, now, we shouldn't run with knives," admonished Spider-Man as he dodged the attack, before he pulled it out of the hands of his opponent. The opponent was not deterred, as he pulled out a whip and snapped it forward, nearly cracking Spider-Man. "Let me guess, you're the latest super villain ready to take your crack at your friendly neighborhood Spider-Man."

"No, just a humble hunter," grunted Kravinoff as he cracked the whip again but Spider-Man wrapped his webbing around it, causing Kravinoff to land right on the ground. The web slinger attempted to grab onto Kravinoff but Kravinoff reversed their positioning, before pinning him down to the ground. Spider-Man kicked off and leapt up with a punch but Kravinoff blocked it with his own massive hands. "My name is Sergei Kravinoff and you, my friend, are my next prey. I've hunted the biggest game there is and now I've come to city to hunt the rare Spider-Man."

"Newsflash, I'm not an animal that you can just stuff and mount on your wall," said Spider-Man as he grabbed Kravinoff's hand in his, before he twisted it. A loud crack and Kravinoff dropped to the ground, before Spider-Man grabbed his arm and launched him right over the side of the building. Kravinoff grabbed onto a clothesline wire and pulled himself up.

"Kravinoff plans on doing just that," said Kravinoff in an intense voice as he pulled out a spear, before he rushed forward, with a primal yell, but Spider-Man was just too quick for him. Spider-Man dodged a jab with the spear. "Deadliest game in all of Africa, have become boring, too easy. When I heard tale of Spider-Man, I just had to test my skills. The intelligence of the man, but the strength and powers of an animal, that is the ultimate prey for Sergei Kravinoff."

"Well, don't take this the wrong way, but most people end up spending some quality time behind bars after they tangle with the rare, one of a kind, Spider-Man," said Spider-Man as he shot his webbing, latching onto Kravinoff's mustache, before he pulled the hunter forward, right into a punch. Kravinoff grunted in pain and Spider-Man leapt up, with another punch, knocking Kravinoff right down to the ground. Kravinoff turned over, as Spider-Man stepped forward, but Kravinoff reached into his vest, before he threw a handful black powder right into Spider-Man's face. Spider-Man gagged. "Can't fight fair, can you?"

"Only law of the jungle is win at all costs," said Kravinoff as he swung the wooden end of his spear, cracking Spider-Man right in the chest. The web slinger dropped to the ground. A series of punches had further staggered Spidey. Kravinoff threw a net right towards Spider-Man. Spidey struggled as the net wrapped around him, it was strong, nearly a strong as his spider strength as Kravinoff pulled out a tranquilizer gun and pointed it right towards his prey. "Now, for the kill."

The tranquilizer gun was aimed as Spider-Man twisted in an attempt to pull himself free and had managed to rip the net just enough.

"Not today," said Spider-Man as he freed one of his arms and he shot a strand of webbing right in the gun, jamming it up, before he ripped the net. Kravinoff attempted to use the gun right as a club but Spider-Man dodged the attack. The hunter leapt forward, right towards his prey, but Spider-Man flipped him down to the ground. Kravinoff turned, looking for another weapon, but Spider-Man leapt up and kicked him right in the chest. With a thud, Kravinoff landed right on the building and rolled over, just as, Spider-Man stepped on his hands and picked up the tranquilizer gun before pulling it apart. Kravinoff struggled, as Spider-Man held one of the darts. Kravinoff put his hands up, in an attempt to block it. His strength was great but the spider strength was beginning to slowly wear him down.

"No, you can't do this to me, I'm the hunter, you're the hunted, you can't do this to me, you can't!" shouted Kravinoff but Spider-Man managed to stab the dart right into Kravinoff, taking him out. Kravinoff struggled before he succumbed to his own tranquilizer. Spider-Man sighed, before he dropped down with Kravinoff, wrapping his hands in webbing, before stringing him up from a light post.

"A nice package for the police," said Spider-Man as he swung off, in pursuit of the mysterious attacker from earlier. It was unfortunate that he had a few more bumps and bruises to the collection, but he had to focus on figuring out who attacked Fisk earlier this morning. It would eat away at him until he did.

"Peter's taking an awfully long time getting back," said Harry as he looked at the window of Oscorp, with Gwen looking equally anxious, even though she did not show it. "I mean, he just had to replace a lens on his camera, how long could that take?"

"Maybe it was worse than he thought," said Gwen but she looked at the window. Her boyfriend going off as Spider-Man and putting himself in dangerous situation had gotten to be something that she grudgingly accepted, but that nutcase on the glider looked to be far more dangerous than a lot of people that Peter had to face. "He did jump in and knock Fisk out of the way."

"Stupid move if you ask me," said Harry which Gwen privately agreed with, although for slightly different reasons. Peter could have blown his secret identity there if everyone had not been preoccupied with that nutcase on the Glider. "Then again, Peter's judgment hasn't been the best sometimes lately, and it's almost like he's keeping something from us. I don't like it at all."

"Peter has his secrets, but I think we're all entitled to our privacy," said Gwen in a calm voice, but she gave Harry a warning look.

"He's never acted like this before," argued Harry. "I never noticed it until now, but he keeps going off at the weirdest times and not returning for several hours, I know you worry about him."

"Peter's job is demanding, Harry," offered Gwen.

"And you're making excuses for him too, when he's changed," said Harry in a bit of a tempered voice.

"His uncle got shot, that would change anyone," said Gwen, her voice a bit angrier than she would have normally gotten, but the stress of the day caused tempers to flare. "Look, you don't have any idea the responsibility he feels he has…"

"Yes, I know, Gwen, Peter's responsible, he's better than I could ever hope to be, he'll amount to something, when I'll amount to nothing," said Harry hotly, as he turned, looking out the window, at the debris outside form the attack.

"I didn't say that," said Gwen quietly.

"No, I'm sorry, you didn't, but I've heard it so often, that I guess I lost it," said Harry, both realizing he had no need to voice who was telling him this as he took a deep breath to calm himself "But one of my best friends, suddenly running off and I have the feeling that he's keeping something from me and he might be keeping something from you as well for all I know."

"Harry, I understand that Peter has his space and if he's told me something that he hasn't told me, that's really not my place to do it," said Gwen but her phone rang. "Peter's calling right now….hello Peter."

"Gwen, listen, I might not be able to get back today, I ran into a snag and I'll be out for a bit longer than I thought," said Peter. "I'll talk to you and Harry both at school on Monday, tell Harry that I'm really sorry that I had to run off again."

"I will," said Gwen promptly.

"Okay, talk to you later, bye Gwen," said Peter.

"Bye, Peter," said Gwen as she turned to Harry. "He said he was sorry for running off again."

"I'm sure, he is," said Harry in an odd tone of voice, where Gwen could not tell whether he was being sarcastic or sincere.

Swinging from building to building, Spider-Man kept a look out. He had been at this for a few hours already, and he was beginning to get tired. He wondered if this was a futile search as he continued to comb the city, no signs of any gliders in the air, whether they would have murderous lunatics on them or not.

" _My only chance to find out who this person is and why he attacked Fisk, ruined with Kravinoff," said Spider-Man. "Fifteen minutes of my life spent on dealing with the mighty hunter, but it was the fifteen minutes that let him get away!"_

Spider-Man's spider sense went haywire, as loud crazed laughter filled the air and he looked up just in time to see an object spiraling towards him. It was another one of those pumpkin bombs and Spider-Man had to leap from his line of webbing, before he shot onto another building. The pumpkin bomb landed right on the ground, blowing the sidewalk up below. He turned around, before he saw the same figure that attacked Fisk, better this time. He was dressed in a green and purple outfit with a demonic looking mask that resembled a mythical goblin creature. The attacker dove right in towards Spider-Man, throwing what appeared to be a bat, with two razors extending out of it. Spider-Man ducked down and leapt up.

"Excuse me, but this air space is not cleared for flying!" shouted Spider-Man but his enemy casually ducked and Spider-Man sailed over him, just barely putting the breaks on, webbing onto the glider, but the man increased his speed.

"Such a pity," said the villain, as he raised his hands, before he shot bolts of green energy from his finger tips. Spider-Man flew right down towards the ground, just barely able to web onto the side of the building and pulled himself back up, as the glider turned before its pilot directed it right towards him. "Hope it's cleared for explosives!"

Two more pumpkin bombs were tossed right at Spider-Man, who managed to duck, before he turned and shot two strands of webbing. They wrapped onto the glider, pulling it right out from underneath its pilot. The villain spiraled to the ground and threw another pumpkin bomb right at Spider-Man but the web slinger ducked and it went over the side of the building, blowing up a dumpster from underneath it.

"Nice fire power you have, whoever you are," said Spider-Man as he rushed forward and swung a punch but his enemy casually dodged the attack. A kick was avoided as well.

"Nice of you to notice, Spider-Man," cackled his enemy, as Spider-Man was grabbed by the throat and shoved backwards, before his enemy leapt into the air and threw all of his power right behind a vicious punch that knocked Spider-Man down. Spider-Man struggled, racked with pain, as his enemy leapt into the air, before grabbing onto his hands, pinning him down to the ground.

" _His attacks are faster than my spider sense could register," thought Spider-Man as he struggled. "And he's just a strong, maybe even stronger than I am. I can't believe this. Who in the hell is this guy?"_

Spider-Man struggled, as this mysterious and rather powerful enemy attempted to strangle him, but somehow, he managed to get his feet underneath this goblin masked villain and flip him onto his back. The villain landed onto his feet and turned around, before he flung what appeared to be a toad on the ground. The toad lit up, before it released a sonic blast that dropped Spider-Man to his knees. The villain rushed forward and punched the incapacitated Spider-Man with all of his power, sending him flying right off the edge of the building. Spider-Man landed, just barely able to wrap onto a flagpole where he swung back up, having to adjust his angle to dodge yet another pumpkin bomb.

"I've wanted to destroy you for quite some time, Spider-Man!" shouted the criminal in a crazed voice as Spider-Man swung a punch but the criminal blocked it. Several more attacks were blocked. It seemed like everything that Spider-Man could do, this goblin masked criminal could do better and without any regard to the safety of others.

"Destroy me?" asked Spider-Man as a green laser from the glove just narrowly missed frying Spider-Man. "Look pal, I don't even know you."

Another blast nearly blasted Spider-Man but he was just quick enough.

"You may call me the Green Goblin!" cackled the villain, know known as the Green Goblin, before leapt right back onto his glider and rose up into the air onto it. Spider-Man attempted to use his webbing to jam the Goblin's rocket engines, but he saw that coming before he turned around and the Green Goblin circled Spider-Man stalking him, before he launched a missile right at Spider-Man. It was by sheer luck that Spider-Man leapt off and onto another building, before it was blown to bits.

"NO!" shouted Spider-Man in horror, as there were screams from inside the building, showing the all too unfortunate reality that it had been occupied at the time of the explosion.

"Thousands will die in payment for your meddling, Spider-Man, hope you enjoy having the blood on your hands!" yelled the Green Goblin as there were the sound of sirens from below and the Green Goblin frowned beneath his mask, the police would only get in his way."Today was just a taste of what's to come, wall crawler. I have things to do, places to go, people to kill! But, don't fear, I'm going to give you something to remember me by."

The Green Goblin tossed a pumpkin bomb, which spiraled right towards the direction of a playground, occupied with children. Spider-Man swung over, quickly, launching himself into the air, before he wrapped webbing around the pumpkin bomb and pulled it in, before he launched it high into the air with all the strength he could muster. The bomb exploded into the air and Spider-Man slumped down to the ground, collapsed, battered, and beaten.

"Spider-Man!" shouted one of the children in an excited manner as others crowded around to get a look at the wall crawler, as he managed to summon the strength and pull himself to his feet.

"Wow," said another as Spider-Man pulled himself up.

"I'd love to stick around kids, but I have to go after that guy," said Spider-Man as they looked on in awe, as Spider-Man climbed onto the fence, before he leapt off and swung around the city. The Green Goblin was long gone but the echoes of that taunting laughter began to haunt Spider-Man's every thought.

" _I can't even begin to guess who's under the mask," thought Spider-Man as he kept a look out, seeing nothing but broken pumpkin shells on the ground and the wreckage of the office building. Screams of agony, rescue sirens, blame began to set in, if he had just been a bit quicker, he would have stopped those bombs from hitting the building."But he might be far more dangerous than anyone I've ever faced and he's not going to be an easy one to put down. I have to, innocent lives and I won't rest until the Green Goblin is off the streets and out of the skies."_

Spider-Man swung around, as he prepared to search the city from top to bottom for his newest and perhaps most dangerous enemy.


	16. Goblin Genesis Part One

**Chapter Sixteen: Goblin Genesis Part I:**

"Alright, talk," said Spider-Man in an irritated voice, as he hung upside down, with a hood squirming and thrashing, but unable to break free from the grip, as he was face to face with the web slinger. "The Green Goblin, what do you know about him?"

"Goblin?" asked the hood in a dumb voice. "I don't know what you're talking about…"

"Guy on a hang glider, dressed as a goblin, throws exploding pumpkins, razor bats, and sonic toads, you know, the Green Goblin," said Spider-Man.

"Right, that guy, I don't know, I see him around my bar sometimes, he's gathering people, for something big, his own mob, I think it's to overthrow the Kingpin," said the hood but he looked horrified, when he realized what he had said. "But I don't want anything to do with that, I'm just a small time guy really, that's all I know, I swear."

"Fine," said Spider-Man as he lowered the hood to the ground, as he trembled in absolute fear and turned, before swinging off, leaving the hood's eyes darting back and forth.

" _Over a month, and I know very almost nothing about the Goblin, every lead I've dug up a dead end but he's out there and he's planning something, overthrowing the Kingpin, can't say I blame him on that one, I'm not the biggest fan of that guy myself but still, all the innocent people put in the crossfire," thought Spider-Man. "I have to find him, people dying, my fault."_

Spider-Man turned, checking his watch. Reluctantly, he had to abandon the search for the Green Goblin, as school was beginning in another half of an hour and Peter did not want to be late on his last day for this year.

The hallways of Midtown High was abuzz for the end of the school year, with much talk about the plans for the summer. Peter was not among them, rather he thought all the summer would mean was more time for him to track down the Green Goblin. He walked over to where Gwen was standing.

"Hey, Gwen, have you seen Harry?" asked Peter.

"No, I haven't," said Gwen. "He's about as busy as you've been as of late, considering what happened, all the meetings he's had to go to recently."

" _Yeah and he's coping with everything about as well as could be expected, at least he doesn't have to plan himself for his father's death every waking minute of the day, like I do with Uncle Ben," thought Peter. "Of course, how I coped with it was swinging around the city in my long underwear, fighting crime. I wouldn't really recommend that little coping mechanism to anyone, but that's what gets me going each and every day.'_

"Peter, earth to Peter," said Gwen as Peter's eyes snapped towards her. "You looked like you were a million miles off."

"Sometimes my mind feels like that," said Peter. "I've been preoccupied lately, more than usual, given I haven't been close to catching up with him."

"If it makes you feel any better, Dad's no closer to finding anything on this Green Goblin than you are, Peter," remarked Gwen.

"No, it doesn't feel me better" said Peter, as he recalled that day where the Green Goblin blew up the office building, he could have stopped him, but he was just too slow. He ran into a man who's sister was killed in the explosion, he blamed Spider-Man. Jameson was having a field day with this little fiasco, claiming that Spider-Man should have been run out of town on a splintery rail.

He was brought out of his thoughts by a very tired Harry Osborn walking into the school. Several people muttered.

"Harry, good morning," said Gwen.

"Yeah good morning, Harry, how are you?" asked Peter.

"Could have been better," said Harry in a flat tone of voice. "A board meeting today right after school, I had two board meetings last time. My father was involved in three lawsuits before he was in that explosion, at least three that I know of, and now I have to deal with it. I've gotten death threats, I haven't been able to sleep and now there's something about a Green Goblin or something killing one of the top executives at the company, a major shareholder as well come to think of it…"

"Green Goblin?" interrupted Peter curiously which got him a strange look from Harry.

"Yeah, it's ridiculous as he sounds, another nut in a costume, Spider-Man hasn't even been able to stop him," said Harry his agitation growing. "Let's face it, my father was right, I couldn't handle this corporation, what was the Board even thinking putting me in charge, even if it was temporary?"

"No, Harry, don't say that, you can handle this," said Gwen.

"Thanks for the support Gwen," responded Harry as he looked at Peter. "But now he's gone and I have to deal with it."

"I know how you feel, Harry," said Peter.

"No, you know nothing of how I feel, Pete, your uncle was killed and he might have not been the best off, but at least he didn't leave you a whole mass of problems to deal with when he was in the ground," said Harry his voice and temper raising. "Not that you care, Dad favored you from the moment he met you, not that ever favored me. He never gave me any compliments. Not even the stuff I did well, he always found the flaws and don't bother sticking up for him. And one of my best friends is keeping things from me, running off all the time, not even being around most the time, while my other best friend is making excuses for him."

"Harry, why didn't you tell me that you were upset that I wasn't around?" asked Peter.

"Maybe I should have, but would I trust you to give me the straight up truth?" asked Harry.

"Because, we're friends," offered Peter but somehow this was enough.

"Not for much longer if you don't start being more truthful, Pete," said Harry as he turned, before walking off in a bit of a mood.

"His father, it's really getting to him, this is worse than I thought," said Peter. "I didn't even know he was taking it this bad."

"Well you have been preoccupied," said Gwen carefully and Peter looked at her, with a reluctant nod. "Are you going to tell him about..well you know?"

"No," said Peter and Gwen looked at him. "The amount of stress he's under right now, that might not be the best idea, given the circumstances."

"It's your choice Peter, I really hope you make the right one," said Gwen before she abruptly dropped the subject and the two walked down the hallways, hurrying to class as the warning bell rang.

From outside of a hotel, three men with neatly trimmed hair, wearing three piece suits exited the building. The men walked towards a waiting limo. They were major shareholders of Oscorp, from outside the city. The latest meeting that would be held today would determine the future of the company, after it was believed that Norman Osborn had met his demise at the hands of a mysterious accident.

"I don't know about a teenager running a company," said one of the shareholders.

"It's just for cosmetic purposes really, the major decisions are made by others," said a second shareholder.

"Still it's bad for our stock options," said the first shareholder.

"Not that the owner of the company being killed is the best thing," said a third shareholder in agreement, as he opened the door of the limo, sliding in the back suit. The other two shareholders followed his lead and they sat inside.

"Wonder what Osborn was working on, it couldn't be anything too stable if it exploded like that," said the second shareholder, as the limo began to drive.

"He's always been sketchy, but he's built the company from nothing," said the first shareholder. "I bought my stock when it was worth nothing and now at its current rate of growth, I could be a millionaire in another couple of years. Just got to ditch the wife and kids and start a new life in the Bahamas."

"I hear you, if the old lady had her way, I'd be a pauper by now," said the second shareholder as they laughed, but the limo drove down the street, in the opposite direction from the Oscorp building. "Excuse me, but Oscorp is in the other direction. You're going the wrong way."

The limo kept driving for another moment without any response and the shareholders were beginning to get agitated.

"Look didn't you hear me, this is an important meeting, we have to be there on time?" demanded the shareholder but the chauffer had refused to give even the simplest of responses. "Whoever you are, you better turn this limo around."

"Must be a foreigner," muttered the second shareholder but the limo turned, gaining speed as he went up the hill towards a ramp. "Hey, I know that ramp, it's not completed, what's going on here, turn around and face us."

"If you insist," said a cold voice as the chauffer turned around rather slowly. The shareholders were taken aback when they saw exactly who was sitting in the driver's seat. It was the Green Goblin, dressed as the chauffer, his mask obscuring his face. He responded with loud insane laughter that was chilling to the bone. "Where to gentlemen?"

"Who are you?" asked the third shareholder, shaking like mad.

"Someone who has a reason to make you pay for what you've done," said the Green Goblin. "The Oscorp shareholders have been very rotten, trying to conspire to take this company away from the man that built it with his own two hands. You drove Norman Osborn to his death, just to line your pockets with a little more money, but there's no need to worry. Money won't be an option where you're going. You will regret the day you've decided to side with the Kingpin."

'The ramp, it's not finished, you'll kill us all," said one of the shareholders, but the Green Goblin just turned, a twisted grin barely visible underneath his mask, as he activated a remote, locking the door and causing metal ropes to burst out from the seats.

"No, I'll kill you, every one of you," said the Green Goblin sadistically, as he pressed another button the remote control. Seconds later, his Goblin Glider came right alongside the limo as he gained velocity, reaching the end of the ram. "I would explain my plan in detail, but there isn't that much time, so let's just say, there's going to be a really big boom and there won't be enough of you left for your families to recognize."

The Green Goblin turned, without another word, opening the door and leaping right onto his goblin glider, before he pulled out a razor bat and removed the fuel cap. The fuel drained but the limo still had enough momentum. The Green Goblin rose up as the limo plunged off the side of the ramp right into the depths below. Several pumpkin bombs stashed in the engine and underneath the seats went off as the limo crashed, not that it was needed. Loud explosions echoed as the Green Goblin flew off, stopping only momentarily to watch the carnage. Five shareholders were killed, with more to come but he was saving the best and the biggest for last.

He threw another pumpkin bomb down towards the limo as an after thought. The explosion went off, destroying the limo, before he flew off into the sky, as police helicopters began to arrive. By the time they reached the ramp, the Green Goblin was already long gone.

Gwen and Peter walked down the hallways, the school day and the school year having ended. There was an entire summer ahead of them, but Peter doubted he would have to enjoy much of it. With the Green Goblin still out there, he would not be able to rest even one moment.

On another note, there was the strained friendship with Harry. Gwen and Peter had agreed to give him some space to cool off and Peter in particular wrestled with the thought of telling Harry his duel identity. Gwen had found out on her own, which had Peter regretted and relieved. Still, a secret identity was harder to keep when more people knew it and thus more people could blow the secret. The Fantastic Four never had such a problem, having gone public with their real names and their powers but Peter shuddered to think what would happen if someone had found out that he was Spider-Man. He just imagined if someone like Doom or Doctor Octopus or indeed the Green Goblin had found out, everyone he cared about would be in grave danger. It would be just like Uncle Ben all over again.

Gwen and Peter saw Harry walking off in a hurry, not even acknowledging anyone, much less his best friends. He threw open the doors, nearly knocking over everyone in his attempt to leave the school as quickly as possible.

"He has become his father," muttered Peter.

"Just hopefully not too much," said Gwen. "Or for too long either."

"Yes, running a company like Oscorp, I can see why Norman Osborn was the way he is, at least to an extent," said Peter but they stopped talking when Liz walked up, looking around, her expression brightening slightly when she saw Peter and Gwen filled with hope.

"Hey, have either of you two seen Harry?" asked Liz.

"You just missed him," said Gwen calmly. "Judging by how quickly he's going, he's halfway to New Jersey by now."

"I can't believe, he's avoiding me, I must have done something wrong," said Liz.

"Why would you think that?" asked Peter.

"Well, after the dance, I thought we had something then…well all this stuff because of the accident and it's like he's a totally different person, but even then, I guess there is a reason why he's like this," said Liz as she looked at the two of them.

"I think you hit the nail on the head, Liz, it is Harry's father," responded Peter as he struggled to find the right words. "Now that he's gone, Harry has the responsibilities that Norman Osborn had and now I don't know if he can match up to them. Don't take it personal, Liz."

"Yeah he kind of went off on me and Pete, earlier," said Gwen. "It's a rough time, and Harry, I'm not sure how to say this, but he's not really one who copes all that well with loss. Just don't give up, Liz, I'm sure, you and Harry can work out, once things have calmed down."

"I hope so," said Liz as she turned away. "I'll try and talk to him sometime, after things have had more of a chance to settle down."

"That's what we plan on doing as well," said Gwen as Peter nodded right by her side.

"Right, well you two have a good summer, I guess," said Liz as she turned.

"You too, Liz," said Gwen.

"Right, same here," said Peter as they watched Liz walk outside the door.

"Think we should have a talk with Harry?" asked Gwen.

"No, trust me, you were right the first time, don't want to do that," said Peter as he stepped outside. "Going to head home for something to eat and then, it's back to business."

The two walked for several more minutes, not even talking.

"Science camp in another few weeks," said Gwen. "Are you going this year? I mean, you go every year with your uncle so it might be a bit awkward."

"It's been paid for before that night, we were planning on a trip but with everything that has happened, I'm not even sure if I want to go this year, I don't feel right being miles away," said Peter before he lowered his voice so only Gwen could hear him. "You know, with the Green Goblin on the loose and all that, it just doesn't seem right. A month and I'm no closer to catching him than I was before."

"That could be the problem Peter, you're letting this consume you," said Gwen lightly and Peter just looked at her. "The office building, I don't even need to tell you that wasn't your fault but…"

"Spider-Man could have stopped them had he been a bit quicker, it would have been worse of those children would have been killed," said Peter as he looked at her. "There's something about the Green Goblin, that's more dangerous than any criminal Spider-Man has ever faced. Stronger, quicker, more dangerous, and with no conscience at all, nothing stopping him from killing anyone and everything Spider-Man does, he seems to be able to do better. Every time I close my eyes, I see that demonic goblin face and hear cries for help, his taunts. I won't be able to sleep easy until he's stopped."

"I know," said Gwen flatly, but she looked off in the distance. Peter had always been devoted with his mission, to make amends for the mistake he made the night that his uncle was killed but this took one step past devotion and moved right into the territory of obsession. "I support you Peter, but at the same time…"

Gwen trailed off, not wanting to voice what she was thinking.

"I knew this was a dangerous job when I took it Gwen," said Peter. "The Green Goblin is far more dangerous than anyone but there has to be someway I can beat him."

" _I have to beat him," thought Peter. "No way around it."_

Wilson Fisk sat, the news getting to him about the three shareholders and one of his advisors looking at him a concerned look on his face.

"The Shareholder's meeting is postponed but perhaps it would be a good idea to hold them off completely until this entire Goblin mess is dealt with," said the advisor.

"If I laid down every time there was a threat to his life, I wouldn't be where I am today," said Fisk crisply as he sat down in an arm chair, hands folded over his lap as if he was not bothered. "Remember, the Green Goblin tried to kill me previously and I have no doubt at all that he'll try again. But I'm ready for him this time."

Fisk refused to elaborate on what he meant by ready. He had men at the ready to bring down the Green Goblin by any means necessary.

"Get my limo ready, I have an appointment to keep," said Fisk as he stepped forward to walk out the door, ignoring the looks of disapproval that his advisors were giving him. "Only a fool would think that I would have taken every security precaution I can manage for this Green Goblin. I'll be ready for him, if in fact he shows up."

There was no arguing with a man like Wilson Fisk and Fisk walked out the door, nodding to a pair of strategically placed snipers. Any glider coming onto his property would be shot down on sight, no questions asked. His bodyguards walked on the side, as the limo was guarded, checked for bombs. The foolish stockholders earlier had neglected this important step but Wilson Fisk did not become the Kingpin of Crime without being covering every base necessary.

"Afternoon, Aunt May," said Peter as he entered the house.

"Good afternoon Peter!" said Aunt May brightly, as she moved forward to greet her nephew but she looked to be a bit in a hurry. "I was just stepping out but don't worry, sandwiches are in the refrigerator if you get hungry, dear."

"Right, thanks Aunt May," said Peter gratefully but his cell phone began to ring.

"Sounds like you might have to be heading out Peter," said Aunt May eyes narrowed, wondering what that Jameson man wanted with her nephew right now, never doubting for one moment it was Peter's boss, and Peter stepped to the side to answer the cell phone.

"Hello," said Peter.

"Parker, terrible accident at the Liberty Ramp," said Jameson over the phone.

"I thought that ramp wasn't going to be completed yet," said Peter.

"You thought right for once in your life Parker, but some nutcase trapped three Oscorp Shareholders inside a limo and drove it over the side of the unfinished ramp," said Jameson without even taking a breath. "Its that Green Goblin nutcase in fact, I want you to over there proto to take photos right away, do you hear me Parker?"

"Yes, Mr. Jameson, loud and clear," said Peter, not really hearing anything past the words "Green Goblin". "I'll be right over there as soon as I can."

"Do me a favor and make it sooner, Parker," responded Jameson, but Peter had already hung up the phone and moved to get out the door, stopping to pick up a sandwich for the road after a look from Aunt May.

Still it would not be Peter Parker who would be taking a closer look at the wreckage.

Spider-Man swung around the wreckage, which is combing with police and members of the press. He looked down, seeing the smoking wreckage that was once a limo. By now the occupants or rather whatever was left of them, should have been removed. Swinging down, but careful not to be seen, Spider-Man stepped forward, before he saw a charred pumpkin shell down low. Quickly while no one else was looking, he webbed down and looked at the pumpkin bomb, getting a good look at it for the first time.

" _Impressive," thought Spider-Man as he managed to find traces of a chemical within the remains of the charred shell. Quickly he managed to slip the pumpkin shell into his bag, hopefully able to analyze it later. "The Goblin's definitely been here, and he may have left me a clue, no other traces big enough, yet there's every instance that the other pumpkin bombs completely blew up. A few small traces, but nothing obvious, this one didn't go completely off. If I figure out what this chemical is, I'll be one step closer to pinning down the Green Goblin…but I better get a few pictures. Peter Parker has to appease Jameson after all."_

Spider-Man swung through the sky, right towards Oscorp, after analyzing the explosive chemical found in the pumpkin bomb.

" _The compound is rare, only one place known to make it and that's Oscorp," thought Spider-Man. "The Goblin must work here and must be someone high up, because Norman wasn't the time to give out any secrets. Don't know if Harry would know anything, but it's worth a shot, I just hope he's in the mood to cooperate. Then again, he sort of looks to Spidey as a role model, so maybe he'll say something, have to be careful not to reveal anything."_

Spider-Man saw Harry standing inside the office and quickly he swung inside the open window. Harry jumped up with a start.

"Spider-Man?" asked Harry in surprise. "What are you doing here?"

"Investigating a crime that may have ties to Oscorp itself," said Spider-Man. "Perhaps you've heard of a criminal who calls himself the Green Goblin…"

"Yes, I have," said Harry with a nod of his head. "That guy killed three shareholders just this morning, really doing me a favor, because I wasn't really ready for this meeting, but…what does he have to do with Oscorp?"

"His pumpkin bombs are made with an explosive chemical compound made here at Oscorp," said Spider-Man as Harry just dropped the stack of papers that he was holding.

"It was the Goblin," said Harry trying to remain calm. "He killed him, he killed my father, I just know it."

"I was under the impression that your father's death was an accident," said Spider-Man, careful to sound surprised that Harry thought it was a murder.

"That's what the official word says, but this Green Goblin must have murdered him," said Harry who looked completely flustered before he walked over. "If anyone knows as much as my father did about this company, it would be Donald Menken, he's worked for my father for years and he knows about as much as my father would allow someone to know."

"Take me to him," said Spider-Man, wondering if this Menken character was Green Goblin material as he followed Harry, as he moved down a long corridor and Harry looked relieved when he saw Menken walking from an office in a hurry. Spider-Man scaled the walls, getting a better view on the ceiling, feeling that if Menken did not see him, perhaps he would be more forthcoming with any information.

" _Seems like your typical corporate toadie," thought Spider-Man. "Can't be the Goblin, than again, appearances are always deceiving."_

"Mr. Menken," said Harry which caused the corporate executive to spin around.

"Yes, what is it?" asked Menken.

"Were there any thefts of dangerous chemicals that my father might have known of but I didn't?" asked Harry and Menken thought for a moment.

"In fact yes, our most explosive chemical compound was stolen, the day before the unfortunate accident that claimed Mr. Osborn," replied Menken swiftly. "Along with an experimental tech flight glider but the criminal left no evidence behind, I assure you that it was looked into carefully and I didn't want to disturb you."

"No this is disturbing, whoever is the Green Goblin was the one who stole these things," said Harry and Menken looked taken completely aback. "Was there anything else that was stolen?"

"Nothing that I can recall being told about," said Menken. "Research notes went missing as well but they could have been consumed in the same fire that got Mr. Osborn."

This conversation was interrupted by a bald man in a suit coming down the hallway, with a package in his hand.

"This package arrived, it's addressed to, Spider-Man believe it or not," said the man and with that Spider-Man dropped down, taking the package, causing Menken and the man in the suit to be caught off guard.

"Thank you, I'll take that if it's mine," said Spider-Man as he looked at the package, before he lifted the top. No spider sense was a good sign, as he opened the package.

The package sprung open, with a replica of the Green Goblin's mask on a spring popping out, laughing madly at Spider-Man, as confetti flew everywhere.

"Greetings Spider-Man," said a recording in the goblin mask. "By now, I'm sure you have found out my clue and I'm sure you're guessing that the pumpkin bomb you found didn't completely detonate was by my design. Trust me, nothing I do is an accident. If you want to face me, meet me outside of Central Park at six o' clock this evening and we'll settle this one masked man to another. If you're one second late, the citizens will pay for your tardiness with their blood. I'll see you tonight Spider-Man. Do have a last meal before we meet, wouldn't want you to die on an empty stomach!"

The loud laughter of the Green Goblin echoed for about a minute before the recording in the mask added something.

"Oh and if I see one cop or any of your little super hero playmates and I detonate bombs that I've strategically had placed inside buildings all over the city," said the recording before it completely went dead as Spider-Man left immediately, out the window. He would have to fight the Green Goblin on his own sick terms, with all too obvious notion nagging him in the back of his head that he was walking directly into a trap.

At the designated time, Spider-Man swung down right into Central Park, before he looked from side to side.

"GOBLIN!" called Spider-Man bracing himself for a fight, while keeping on alert. He knew his spider sense could go off and sure enough it did, as a pumpkin bomb went sailing through the air, right towards Spider-Man. Spider-Man somersaulted out of the way, as the explosion blew soil everywhere.

"Present!" sang the Green Goblin as he dove down towards Spider-Man, a metal blade sticking out from the front of the hang glider, but Spider-Man dodged the attempted impaling. Goblin circled around, throwing two pumpkin bombs to the ground, but Spider-Man dodged them.

"I'm going to bring you down to earth, Goblin!" shouted Spider-Man as two lines of webbing latched onto the glider but the Goblin accelerated lifting Spider-Man high into the air. Spider-Man struggled to hang on as the Goblin Glider gained more air and velocity. "Maybe this wasn't such a good idea."

"I'd agree with that one," said the Green Goblin, turning as he flung one of his razor bats. The weapon sliced right through Spider-Man's enhanced webbing and caused him to spiral down to earth. It was only luckily that he shot some webbing around a tree branch, to brace his fall but a pumpkin bomb forced Spider-Man to abandon his perch. Goblin dove down right towards Spider-Man but Spider-Man leapt up once it reached the ground. "You've made a big mistake, Spider-Man, now that you're on my turf."

"Yeah, well you won't dare use any of those weapons on me up here, I mean you wouldn't want to ding your precious little toy," said Spider-Man as he grabbed onto the Green Goblin's arms but the Goblin shoved him off, nearly causing him to fall off the glider, but Spider-Man swung up, backing the Goblin off with a double kick to the chest but the Goblin responded by rattling Spider-Man with a punch. Another punch and Spider-Man was sent down, before Goblin rose up about as high as he could go, as Spider-Man struggled to get him away from the glider's controls but his enemy's strength overwhelmed him.

"No matter what, Spidey must go splat!" cackled the Goblin as he shot downwards, the Glider threatening to crash onto the ground.

"You're go with me too, and you can't be that suicidal!" shouted Spider-Man in a frantic voice, dodging an energy blast from the goblin gloves.

"Is that a risk you're willing to take?" taunted the Green Goblin as they were mere seconds away from crashing. Spider-Man abandoned the Glider but the Goblin controlled in, pulling out of his dive at the last minute and turned slightly, before he recklessly threw a pumpkin bomb at Spider-Man. Spider-Man avoided the attack but two sonic toads were dropped to the ground. He had no time to shield his ears, as the blasts brought the toads brought him to his knees. He screamed in agony, as the Goblin dove down, before he raised his hand and knocked Spider-Man right on his back with a punch, before he reached down and grabbed Spider-Man, pulling him onto the Glider. "Now come on, Spidey, let Uncle Gobby take you for a ride!"

"Sorry, Gobs, but I don't take rides from strangers," gasped Spider-Man but despite his strength, he was unable to break the grip the Goblin had on him. "Or strange people period for that matter."

"Oh but I do insist!" shouted the Goblin in a completely crazed voice, as he launched Spider-Man right through the glass window of a factory. The web slinger tried to brace himself, if that was possible, as glass shattered and he fell, landing on a stack of crates.

" _At least I'm still alive, even though that might not be such a good thing right now," thought Spider-Man groggily as he saw the Green Goblin sail in on his glider and swoop down towards him._

"Face it Spider-Man, I'm your superior in every way," said the Green Goblin as he lifted Spider-Man up the air and threw him to the side like he was a piece of garbage, before the wall crawler had a chance to ensnare him with his webbing. Goblin dove right towards Spider-Man, reaching down. Spider-Man was barely able to move, as the Goblin spun around, before Spider-Man was slammed right into the wall hard. "The legacy of Spider-Man ends today and the age of the Green Goblin begins right now!"

Green Goblin smashed a fist right into Spider-Man's face. Several more punches, as Spider-Man attempted to fight back, each punch feeling like a cinderblock being smashed into his face. Spider-Man crumpled, in an attempt to use his webbing but the Goblin hoisted him up into the air, before he threw him down. Spider-Man landed on a stack of crates, shattering them from the impact, before the Green Goblin flew, right about Spider-Man and reached forward. Spider-Man could not even move, to defend himself.

The Green Goblin ripped off Spider-Man's mask to reveal the bloodied and bruised face of one Peter Parker. For a few seconds, the Green Goblin paused, eyes widening beneath his mask, before he turned, holding up the bloodied Spider-Man mask as a symbol of his victory and he flew out the window, throwing several pumpkin bombs, exploding and weakening the support beams.

Peter laid de-masked and barely able to move. It hurt to breath. It hurt to blink. Yet, he tried to summon the will power to move, otherwise this entire building was going to collapse on him.

The Green Goblin crashed through the window, as the factory had mostly collapsed.

"There's no way he should have survived that," said the Green Goblin but he held a remote control device in his hand. "But why take any chances?"

A press of the button, activated more pumpkin bombs. The factory collapsed even more, the explosions causing massive burning. The Green Goblin turned, to the crowd of shocked bystanders.

"Let it be known that Spider-Man met his downfall today at the hands of the Green Goblin!" shouted the Goblin gleefully, holding up the bloodied mask for all to see before he zoomed off on the glider. He had one person on the top of his list eliminated; now there was only one more and his plans could be put into their final stage.


	17. Goblin Genesis Part Two

**Chapter 17: Goblin Genesis Part II:**

"Reports are coming in that a battle between Spider-Man and the criminal calling himself the Green Goblin may have taken a turn for the fatal," said a news anchor over the radio as Gwen stopped what she was doing. Her father was out late again, this entire Goblin case had him working more time than he's worked in years. Still her full attention was turned towards the news, she didn't need Peter's spider sense to guess something bad had happened. "The Green Goblin emerged from an abandoned factory just across the street from Central Park, where he reportedly had a battle with Spider-Man. He detonated bombs within the factory, blowing up the factor. The wreckage and the smoldering heat is too much and rescue units are trying to get inside, but it is feared that Spider-Man has met his demise. "

" _No," thought Gwen in horror, her worst fear coming true. She could not even say any work and she trembled, as she heard news of the Green Goblin emerging from the factory with the blood soaked masked of Spider-Man. "No…this can't be…no…Peter…what do I…I can't believe this…no…no…they have to be mistaken…he can't…"_

She put her hand up to her head and turned to switch on the television. The news showed images of the battle. Gwen put her hand to her mouth as she watched the image of the Green Goblin hurling Spider-Man right through the window and then seconds later, the factory blowing sky high, with Spider-Man trapped inside. She looked, almost numb, wondering how she was gong to explain this to Peter's aunt when suddenly her cell phone rang, which caused her to jump about three feet in the air before she answered it, with trembling hands and voice.

"Hello," said Gwen in a shaken voice.

"Gwen," rasped the voice of Peter on the other side.

"PETER!" shouted Gwen in absolute surprise and relief. "The news is saying that you were killed by the Green Goblin."

"Got out just in time, need you Gwen, please," said Peter in a pained voice over the phone. "I've made it to side street right behind the factory…not far…from…go to the end…turn right…hurry…need you…"

"Peter, I'll call for the hospital, you sound seriously hurt," said Gwen her voice trembling.

"NO!" shouted Peter in frantic voice but he suddenly hacked. Gwen nearly dropped the phone from trembling hands. "You…just you…explain when you get there…please Gwen."

Gwen sighed, there was no way she could argue with someone that stubborn and she took a deep breath to calm herself.

"I'll be there right away Peter, don't die, please don't, hang on" muttered Gwen it took all she had to hold herself to together, as she walked outside. Having just gotten her driver's license just a couple of weeks ago, it would be much easier to find out where Peter.

Peter laid in the alleyway, behind a dumpster, with a trash can obscuring him from the outside, the sirens of rescue vehicles in the distance. His entire body was racked with pain but the one thing that was crushed more than several of his bones was his spirit. He just survived by the skin of his teeth. Had he been one second slower in getting out, he would have been blown to bits. The Green Goblin trashed him easily, without breaking a sweat and ripped off his mask like it was nothing, before leaving him for dead. There was no way around it, he had failed to win.

As he listened for Gwen, his only salvation, the only person he could trust right now to get him safely to where he needed to go. His arm barely moved, there were bits of glass on his costume. Peter waited, wondering if he was going to die right here in the alleyway waiting for his girlfriend to arrive. His pained breathing signaled rib injuries.

"Peter?" asked a quiet voice tentatively.

"Gwen," said Peter as loudly as he could manage, as he felt blood drip from his mouth and he managed to pull himself enough, where Gwen could see him. Gwen rushed over, kneeling down, trying to struggle to find the right words. "Please help me…I can barely move."

"I'm here for you," said Gwen as she reached out, grabbing Peter's hands, pulling him up, walking towards the car. Peter's legs dragged underneath him as she struggled to hold him but somehow she found the strength to continue, as she opened the back seat. Peter managed to climb in immediately, before Gwen walked over to the driver's side.

"Get me out of here before someone finds out," mumbled Peter weakly.

"We've got to really got to a hospital Peter," said Gwen firmly trying to reason with him.

"NO!" shouted Peter but he recoiled, the strain of yelling was a bit too much for him to bare. "We can't if that happens…then the Goblin will know that I survived and he might finish me off."

"Yes, but damn it Peter, I don't know what to do," said Gwen in an exasperated tone of voice. "This isn't something that I can drive you to my house and patch you up with a first aid kit. You can barely stand, you need serious medical attention. I'm not going to lose you."

"Baxter Building," muttered Peter suddenly.

"Excuse me?" asked Gwen not quite sure if she understood Peter.

"Baxter Building, Reed Richards, he owes me a favor, in fact he owes me his life kind of," said Peter.

"And why would Reed Richards owe you his life?" asked Gwen eyes narrowed, even if Peter did not see him. She had managed to get out of Peter that he was with the Fantastic Four on that one night but she never really got too many details other than that out of him.

"Saved him from Doom," murmured Peter weakly and Gwen nearly stopped the car, it struck her exactly where Peter was that one night until one in the morning. He was fighting Doom, Doctor Doom, alongside the Fantastic Four, but this was not the time nor the place and she had a mission to do. The city counted on Spider-Man to save them and now it was up to her to get Peter the help he needed in time.

"Just hang on Peter," said Gwen, unable to say much more than that. She was determined, if the situation was reversed, Peter would do everything in his power to save her, even if he had to go straight through hell. "Everything's going to be alright, just hang on."

"Thanks, Gwen, love you," murmured Peter it was a struggle to speak right now.

"I love you too, Peter Parker," replied Gwen but she kept focused on the task at hand.

"I don't believe this, the story of the century, and there's no photographer to cover it," said Jameson in his usual loud tone of voice. "WHERE IS PARKER?"

"I'm checking around, Jonah," said Robbie as he moved over to the phone. "Mrs. Parker…Daily Bugle speaking…your nephew is he home? No, he hasn't arrived. Yes, I'll be sure to call you if he shows up, tell me that Mr. Jameson wants to speak to him, yes I know but he's a hard man to say no too."

"Wasn't home, what does that punk have better to do?" bellowed Jameson loudly. "The demise of Spider-Man and there's no pictures to go along with it, it's an outrage I tell you."

"Maybe, Peter was caught in the blast, Mr. Jameson," said Betty seriously and the members of the Bugle staff looked horrified at that possibility, even if it was false horror in one notable case.

"Possible but I won't believe anything until I have proof," said Jameson but he tried not too look too shaken. He had a reputation to maintain and he could not have people thinking that he was actually becoming a bit fond of the boy.

"Then maybe we shouldn't be reporting on Spider-Man's death without there being a body," argued Robbie.

"All the other news outlets are jumping on the web head's death, I have to report something, otherwise I'll look like the laughing stock of the news media," said Jameson without taking a breath. "Keep your eyes peeled for anything and when something new breaks, I want it all covered. Brock, you have another chance to redeem yourself, if Parker doesn't turn up or…if something has happened to him, it will be up to you to come up with pictures."

"Right JJ, I won't let you down," said Brock in a delighted voice. A small part of him had hoped that both Peter Parker and Spider-Man had met a grisly fate, they had both caused him headaches in recent months and cost him more money.

"Better not, Brock, I don't think I even have to tell you what happens if you do," said Jameson as he looked at the staff. "Well, why are you all standing around for? Everyone move it, get ready for the news as it comes in."

Jameson turned, walking off. He thought he would be more pleased with Spider-Man's demise but Robbie did bring up a good point. He would not be dancing in the streets without the web head's corpse and until they could get through the debris, it might be a bit of time before they could verify anything.

Gwen drove up towards the Baxter Building, hoping that the Four were in fact there. She looked around, before she honked the horn of the car. She heard Peter give a wince of pain in the back seat of the car, as she got out, before she came face to face with Johnny Storm, the young hero also known as the Human Torch.

"Hello," said the Torch brightly as he got a good look at Gwen. "Please tell me you're here to see me."

"I'm here to see Reed Richards, it's kind of an emergency," said Gwen, ignoring the Torch's blatant and poor attempt in hitting on her, side stepping him, as she looked inside. "He's here, isn't he?"

"Yes, but why would you want to see him?" asked the Torch.

"My boyfriend has been hurt badly and he told me to bring him here," said Gwen and the Human Torch looked confused for a brief second.

"Maybe it's just me, but I would have thought that the first place someone who was injured would want to go would be a hospital," said the Human Torch with a look of complete bewilderment.

"Johnny, I hope you're not trying to pester this poor young lady," said the Invisible Woman as she walked outside before he stopped when she caught sight at the body in the back seat and eyes widened "Spider-Man?"

"Spider-Man, no way, I thought he was dead, you know it's all over the news, he got killed by the Green Gremlin or whatever they're calling that guy," said the Human Torch as he looked at him, trying to get a good look at Spider-Man's face, but the Invisible Woman put up a force field. "Ah come on Sue, I just want to take a peak"

"No, there's a reason why he normally wears a mask and if he wants to tell you who he is, it's his choice," said the Invisible Woman as she turned to Gwen. "Now you wanted to see my husband…"

"Yes, Spider-Man seems to think that he can help and he does owe him for something involving Doom, that we're going to have to have a long talk about later," said Gwen and the Invisible Woman, nodded, before she put a stasis field and lifted Peter out of the back of the car, able to shield his face from detection, not that he needed much cover due to the fact he was bloodied and bruised.

"This should get him to my husband's lab right away, where the specialized equipment should be able to help," said the Invisible Woman, as Gwen nodded, before she followed the two heroes inside of the Baxter Building. The state Peter looked in would be in her nightmares for some time to come but she resolved to remain strong.

The news of Spider-Man had spread even more and the Green Goblin was gleeful when he heard of the terror that he had spread. No matter if it was his intention or not, Spider-Man was a figure that many looked up to, larger than life. It was beyond their grasp to be like him, he was untouchable, a hero, someone who could save them all. However, the Goblin had removed that security blanket, and Spider-Man was proved to be someone who could not even save himself. Spider-Man met his demise and as he looked at the bloody tattered mask in his hand, the Goblin sneered when he recalled the person who was underneath the mask. It was such a waste, a bright young mind like that to swing around town in a hallway costume but it was necessary for Spider-Man to meet his demise, as any other hero who decided to foolishly step in his way.

The Green Goblin dove down, letting a crowd get a glimpse of him, holding up the bloodied Spider-Man masked as children screened in terror before he shot off into the distance. The next phase of his plan would be completed tomorrow.

"It's not as bad as you would think," said Mr. Fantastic as his computers had just finished scanning the battered Spider-Man, after being administered a sedative to ease his pain. "He was correct to think he could come here, given the situation, it could have been worse."

"Could have been worse?" asked the Thing. "Guy took a clobbering, if you ask me the fact he's alive is a miracle."

"Yes, maybe, if he was caught in the explosion, but he got out in time, any more damage, and there would be no choice, he would have to go to the hospital," said Mr. Fantastic. "Slight concussion is the worst of it, some minor trauma but something that would easily be healable with our advanced equipment here at the Baxter Building. The broken bones and the mild burns and bruising go without staying. He'll have to stay for another day for observation but I'm sure Spider-Man will make."

"So he's going to be just fine," said Gwen.

"Physically, yes," inputted the Invisible Woman. "Mentally…well I think that might be another matter entirely."

"His obsession with the Green Goblin, I was afraid something like this might happen," said Gwen.

"It's a risk we take each and every day," said The Invisible Woman. "But it doesn't get any easier."

"No," agreed Gwen as she watched Mr. Fantastic set up the equipment to work on Peter before she turned to the Invisible Woman. "Do you…"

"Worry about Reed?" asked the Invisible Woman. "Yes, all the time and believe me there are times where I feel helpless, but at least I have powers. In a way I think that's what makes someone like you stronger. You don't have super powers, but yet he relied on you to save him and you got to him in time."

"I would feel better once he's out of the woods," said Gwen.

"He will be, in time, now go home and get some rest, we'll do everything we can to make him recover as quickly as possible," said the Invisible Woman and Gwen paused, looking reluctant to leave. "You should be able to visit him first thing in the morning."

Gwen gave a short nod before she walked off, legs feeling like jelly and she imagined Peter's face, pained and in agony. She wished she could do more but it was great that he had people he could rely on.

"So nothing from Peter," said Harry the next morning.

"No Harry," said Gwen flatly over the phone.

"He takes pictures of Spider-Man and you know what they're saying on the news," said Harry.

"That Spider-Man was killed by the Green Goblin, I know but there's been no bodies pulled out of the wreckage yet or any remains found," said Gwen as she sounded worried enough but because of Peter's current physical and perhaps mental state.

"No, but my dad's body was never found, the explosion could have vaporized his body," said Harry.

"Wasn't it more of an implosion than an explosion that got your father?" asked Gwen.

"Maybe, but the point is that Peter could have suffered the same way," said Harry. "Man, I really feel bad now…the last time we talked, I really went to town on him, over something that really wasn't his fault, it's just I've been under a lot of stress."

"I'm sure Peter understands that," said Gwen. "He wanted to talk to you after words but figured you needed a little space."

A knock on the door caused the conversation to be stopped.

"Call you back Gwen, someone's at the door," said Harry. "Bye."

"Bye," said Gwen quickly as Harry hung up the phone, before he walked forward and opened the door, where Captain George Stacy stood on the outside, with several police officers.

"Captain Stacy, what can I do for you?" asked Harry in surprise.

"No delicate way to put this, but we managed to get a good look at the glider that the Green Goblin was using and it was registered Oscorp property," said Captain Stacy in an even voice.

"A glider was stolen not too long ago, in fact right before my father's death," said Harry.

"Look, there was no police report filed, I'm just following procedure," said Captain Stacy. "The fact remains that the only people who could have gotten clearance had the surname Osborn."

"You can't be serious, you mean to say that you're accusing me of being the Green Goblin?" asked Harry.

"No one is accusing anyone of anything, we just want you to go down town and ask a few questions, verify your whereabouts at several times," said Captain Stacy. "Come quietly and…"

"There is no need for any verifying because that whelp cannot be the Green Goblin!" cackled the Green Goblin as he flew outside of the window and threw a pumpkin bomb inside. The Goblin laughed as he held up another pumpkin bomb. "Really you thought that little punk, was the Green Goblin? Seriously, Captain, that insults me to the point of revulsion."

The Goblin tossed his bomb right towards the ground.

"Everyone scatter!" ordered Captain Stacy as the police, along with Harry, dove behind the sofa, just in the nick of time as the bomb exploded. The Green Goblin cackled, as the police rose up. "Hold your fire."

"Wise move, it wouldn't work on me anyway," said the Green Goblin coldly. "Let it be known that Spider-Man has been exterminated like the pest he is and now I right another wrong. Anyone who gets in my way will be annihilated."

The Green Goblin flipped a sonic toad on the ground and sound waves from the weapon stunned the police force, as the Goblin burst out the window, cackling like a mad man. He had delivered his warning, now it was on to fry the biggest fish in the criminal pond.

"Hello Gwen," muttered Peter groggily as he focused his eyes towards his girlfriend, who rushed over, giving him a light hug before she kissed him in relief. The mild pain he suffered was all too worth it.

"I see you're a bit better," said Gwen.

"On the mend, I guess," replied Peter as the rest of the Fantastic Four were off, although Reed said he would return in a while.

"I thought I lost you for a minute," said Gwen quietly as she relieved her grip slightly.

"You weren't the only one, there was a time where I was about to give up but I had to keep fighting and I got out," said Peter as Gwen sat down in the chair beside the bed. "If it wasn't for you showing up when you did and getting me here we might not be here having this conversation."

"I think Dr. Richards is to thank about as much as I am," said Gwen with a smile.

"Dr. Richards wasn't the one who inspired me to keep fighting unbearable pain," responded Peter. "You truly are amazing, Gwen Stacy, don't let anyone tell you differently."

"Nice to see that you're your usual sappy self, Pete," said Gwen but she gave him a warm smile.

"And I mean everything I said in that pained, delirious state," said Peter. "A sentiment that is cheapened with each passing week by others but…"

"We're not others Peter, we're us, whatever we are, whether it's for better or for worse, that's a matter of opinion," said Gwen as she looked at Peter but her relieved expression slowly gave way to something more apprehensive. "And the world does believe that Spider-Man is dead."

"The world does believe that, but the Green Goblin knows that Spider-Man and Peter Parker are one and the same," said Peter and Gwen opened her mouth, but he weakly raised his hand. "He seemed to know me, whoever is under the mask is someone that Peter Parker has met before."

"You're sure?" asked Gwen.

"Positive Gwen, I've only been surer about one other thing before," said Peter. "And that's how I feel about you."

"What are you going to do?" wondered Gwen.

"What can I do?" responded Peter weakly shrugging his shoulders, but there was no other alternative. "The same thing Spider-Man always does when he gets knocked down for the count. He brushes himself back up and goes after the villain again, only this time the stakes are going to be higher. He knows who I am and a demented unhinged lunatic like the Goblin won't hesitate to put the people I care about in jeopardy. He has to be brought to justice."

"Anything you do, won't erase the fact he knows," said Gwen, eyes widened slightly at the implications. Peter mentioned that he feared that someday the wrong person would learn his identity and now I has come true.

"You're worried that I might do something I'll regret," said Peter.

"I know you too well to worry about something like that," countered Gwen. "The only thing I'm worried about is the fact that this obsession with stopping the Green Goblin might kill you and if I lose you, I don't know what I would do."

"I don't want to lie to you and say that everything's going to be alright," said Peter as he gripped her hands tighter and looked right into her eyes. "Because we're both too smart to believe that would be the case but as long as he's out there, there's only one thing I can do. I can't change the fact, because that's who I am."

" _And no matter how much I worry about his safety, anything less than that would be opposite of the reason I love him," thought Gwen in despair._

"Do you have faith that Spider-Man can triumph over all?" asked Peter.

"I have faith in Peter Parker," replied Gwen firmly, with full conviction.

Outside of the Wilson Fisk estate, two of the snipers looked up, hearing a loud whirling sound from above, before a glider flew onto the property. One of the snipers took a shot but the pilot of the glider dodged the gunfire, before he threw a pumpkin bomb down. The Green Goblin laughed with mirth as the platform where the sniper stood blew to bits, causing him to fall to his doom. The second sniper was disarmed by a razor bat, before the Green Goblin threw a pumpkin bomb, catching him point blank in the chest and knocking him down. The guards attempted to shoot from below but a sonic toad had caused them to be put off balance.

"Really Fisk, surely with all your dirty money, you could afford a better security system," said the Goblin with a shake of his head, as he raised a hand. An energy blast from his hand fried the security system, as he crashed right through the window. Two more bodyguards leapt up in a futile attempt to attack the Green Goblin, but the Goblin made sure work of them before he came face to face with Wilson Fisk, who reached over the table, but the Green Goblin flew right towards him, with the blade at the end of the glider right underneath his throat. "I wouldn't move, Fisk, one wrong move and your throat gets sliced open."

"What do you want from me?" asked Fisk.

"Everything, Kingpin," said the Green Goblin.

"That name holds no meaning to me," said Fisk dryly.

"Please, let us not play dumb," said the Goblin as he casually threw a razor bat, impaling another bodyguard that tried to get the drop on him. "I want to make a deal with you."

"Just who are you anyway?" demanded Fisk.

"Someone whose life you ruined when you took everything away from him," said the Green Goblin but Fisk had a look of confusion on his face. "You're right, that doesn't narrow it down at all but the fact of the matter is this, I want everything you own. All your businesses, legitimate or otherwise, along with every dime you have to your name. Sign it over to the Green Goblin."

"And what if I refuse?" asked Fisk, remaining cool.

"Other than the obvious perk of remaining alive?" asked the Green Goblin and Fisk nodded trying not to look intimidated, but the large man had never been closer to the point of terror in his life. "I have bombs planted in areas all over New York City. There wouldn't be enough time to disarm them all, not that I would let you even get close enough. If everything is not signed over to me, by seven this evening, I'll wipe out everything."

"You're bluffing," said Fisk.

"Is that a risk you're willing to take?" mocked the Green Goblin. "Everything by seven, bring it to the front lobby of Oscorp."

"Why there?" asked Fisk.

"If I wanted you to know that, I'd have to kill you first," said the Green Goblin. "And any tricks and my finger will slip, blowing everything to kingdom come."

The Green Goblin flew out, as Wilson Fisk turned. Any other fool would just leave the city immediately, but the destruction would cost Fisk billions, something that he could not afford.

Still he did not become the Kingpin for nothing. He planned to think of something and the Green Goblin would rue the day he ever decided to put on that costume.

"The Green Goblin's out there, he's threatened to blow up the city," said Peter frantically as he frantically stitched together a Spider-Man mask as quickly as possible, sitting on the edge of the bed. "Besides, Dr. Richards said I was fine, the equipment here did the work, mostly, other than some aches and pains here and there, and there are a couple of ribs that will have to heal naturally but I'm fine."

"I heard what he said but he strongly advised not going against the Green Goblin or any other criminals for that matter unless you had a bit more time to rest," said Gwen sitting right beside Peter. "You might be well enough to walk out of here without any problems but against the Green Goblin, you do remember what happened last time you fought him?"

"Vividly," said Peter in a dry voice. "Now hand me that red thread, I'm almost finished."

"I should string you up by this for having such a blatant disregard for your own health, Peter Benjamin Parker," said Gwen but she did as she was asked.

"It's not as if I'm doing it for myself, the millions that the Green Goblin will kill and believe me, he will kill them," said Peter as he put the finishing touches on the new Spider-Man mask. "He's a lunatic, he's completely out of his mind but somehow the most brilliant enemy I've ever fought. He's obsessed, Gwen."

"Kind of reminds me of someone I know," muttered Gwen.

"Don't compare me to him," said Peter a bit more roughly then he wanted to, as he slipped the mask on slightly taking a deep breath to calm himself. "Even if Fisk does agree to his ransom, what's to stop the Green Goblin from blowing the city to bits anyway. Millions will die, including you and that's not something that I want on my conscience."

"If there was some other way, I would encourage you to take it, but I know there isn't," said Gwen as she wrapped her arms around Peter, as the mask covered all but his mouth, which was not uncovered for long. The kiss lingered for as long as necessary, before the two slowly broke apart. When they did, Gwen pulled the mask down the rest of the way.

"Well, no use waiting around," said Peter as he took a step, trying to hide the grimace of pain from Gwen, who frowned, not fooled even one bit. He walked forward, turning to the nearest window and gave Gwen an apologetic look before Spider-Man swung out, wondering if he had made the biggest mistake of his life in an attempt to go back into battle this soon.


	18. Goblin Genesis Part Three

**Chapter Eighteen: Goblin Genesis Part Three:**

The Green Goblin sat perched at the edge of town, remote control device in hand. Fisk had just a little under forty minutes to sign everything over or the Goblin would make good on his promises. He sat, watching, but his eyes caught a very familiar figure swinging in the distance.

"Intriguing," said The Green Goblin to himself but really he was pleased in his own way. "I had assumed Spider-Man met his final demise but I guess he managed to cheat death. Not for long though."

The Green Goblin climbed onto his glider, before he blasted forward. He saw Spider-Man swinging on the other side, before he carefully aimed a razor bat. He would cut Spider-Man out of the sky and bring him to his doom.

Spider-Man swung, spider sense tingled and he quickly leapt down, the line of webbing that he was just on sliced before he shot more webbing and swung up, right towards the glider with the Green Goblin on it who took careful aim with the pumpkin bomb and threw it, but Spider-Man dodged the attack, before he sprung up and punched the Green Goblin right in the face with all of his might. The Goblin was only staggered, before he rushed forward, as Spider-Man was on the glider. Spider-Man just narrowly dodged an attack from the Goblin as the Glider began to spin slightly out of control.

"You're supposed to be dead!" shouted the Green Goblin as he swung a punch but Spider-Man just barely had time to block it. Another punch found his ribs and dropped him down. Spider-Man webbed the feet of the Green Goblin together, before he pulled with all of his mind. The Goblin was hanging upside down from his own Glider, but not for long, as he used one of his own razor bats to cut himself free and he landed right on a rooftop

"Sorry to disappoint you Gobby, but I'm not going down that easily," said Spider-Man as he braced himself. "Not without a fight anyway."

Spider-Man dropped down, wincing as he stressed a still sore joint in one of his legs. The Green Goblin was on the attack with a pumpkin bomb, but Spider-Man managed to avoid the attack. The bomb blew the sidewalk up, sending bits of gravel flying upwards.

"Bit slow in your step, aren't we, Spider-Man?" taunted the Green Goblin as he had a pumpkin bomb in each hand and flung them. Spider-Man wrapped his webbing around them and managed to launch them up into the air, out of sight before they detonated. Goblin threw a razor bat, which nearly sliced Spider-Man's arm. "One would think you aren't feeling too good."

Spider-Man leapt at the Green Goblin but the Goblin casually threw him off, causing him to land right at the edge of the roof. Goblin leapt forward and a kick caused Spider-Man to hang from his hands over the roof.

"Well don't worry, Uncle Gobby will administer a sedative," said the Green Goblin as he stomped the fingers of Spider-Man's right hand before he just viciously kicked him right in the ribs, causing him great pain, blues, and agony but he somehow through the sheer force of will pulled himself up."The last sedative you'll ever need!"

Another stomp, this time of the left hand and Spider-Man gave a pained grunt, as he was knocked off the building. He would not be surprised if all ten of his fingers had been broken from the viciousness of the Goblin's stomps but he managed to summon the fortitude to shoot a line of webbing around a clothesline wire.

"I'm still breathing, Goblin," taunted Spider-Man as he pulled himself to go face to the face wth the Goblin.

"I do apologize, I'm going to have to remedy that bit soon," said the Green Goblin as he leapt down but Spider-Man moved at the last minute. The Green Goblin nearly smashed against the wall but he adjusted his position, before he landed right to the ground gracefully on his feet and reached into his bag of tricks, but found nothing.

"What's the matter, Goblin, out of ammo?" taunted Spider-Man as he rushed forward, but the Green Goblin hoisted him up and flipped him over, causing him to land right against a trash can. Two punches rattled Spider-Man and put him on dream street.

"Guess I'm going to do this the old fashion way," said the Green Goblin as he picked up a pipe and swung it. He came preciously inches from caving Spider-Man's head in but the wall crawler blocked it with all of his might. He pushed up to his feet, before he kicked the Green Goblin right in the shin. He barely felt it, but Spider-Man shoved him off, before he staggered back and wrapped his webbing around the pipe, pulling it from the Green Goblin's grasp. Spider-Man rushed forward and punched the Goblin with all of his might.

"It ends now Goblin," said Spider-Man but Goblin had remotely recalled his Goblin Glider.

"On the contrary, Spider-Man, I'm just getting warmed up," said the Green Goblin, gleeful with the fact that he was rearmed and he threw three pumpkin bombs down towards Spider-Man in quick succession but Spider-Man dodged. He collapsed against the wall, out of breath and nearly got blitzed by a fourth pumpkin bomb. "You don't have anything left, better put you out of my misery."

"Still standing, Gobby," managed Spider-Man as he shot two thick lines of webbing right towards the Green Goblin but the Goblin gave a swift pull with his arms, pulling Spider-Man up so they were face to face.

"Say good night, Parker," declared the Green Goblin in the most sadistic voice he could manage, but Spider-Man kicked off, before he swung around, kicking the back of the glider, knocking the Green Goblin right into the city.

"So you do know who I am," muttered Spider-Man as the Green Goblin turned forward, before he held up the remote control device, taunting Spider-Man with it. He had to get it away from the Goblin somehow, before he did something insane.

"I would love to chat, Spider-Man, but I have an appointment to keep," said the Green Goblin as he held two pumpkin bombs, dangling them, before he threw them right towards an obviously occupied building with no remorse.

"Not this time, Goblin!" yelled Spider-Man as he threw himself down, it would be close but he would be damned if he would let more innocent people get caught in the wayside. The pumpkin bombs dropped to the ground and Spider-Man waited for the explosion but none came as the Green Goblin's laughter taunted him.

" _Duds," thought Spider-Man desperately before it struck him. "That wasn't an accident either, he knew I would try to go after them, after what happened last time, everything he does is sadistically planned to the last intricate detail. This time, I'm going to get him, I can see him, just barely but I better get swinging, that Glider can get some good distance."_

Wilson Fisk sat as Harry Osborn was right beside him. Hidden in the bushes and behind a brick wall was a number of armed men, ready to take the Green Goblin out.

"Are you sure this will work?" asked Harry in a skeptical voice.

"I'm sure you want to see who has been stealing the technology from what is now your company, Harry," said Fisk smoothly and the young Osborn just nodded, before he looked into the sky, as Fisk held the briefcase. He hoped it would fool the Goblin long enough to shoot him out of the sky and unmask him. "Right on schedule, five minutes until deadline."

"Naturally I'm on schedule," said the Green Goblin as he dropped down, before he held up two sonic toads and flung them into the bushes. There were screams as the armed men exited, before three more came behind the wall and the Green Goblin flung two pumpkin bombs right towards them before they could shoot. They screamed as the Goblin watched the shower of blood in the air with a sadistic look on his face. "Now, Wilson, that wasn't very nice of you, trying to kill me. Well, a deal's a deal, say farewell to the city and everyone in it."

The Green Goblin prepared to do the deed taking a few minutes to watch the Kingpin sweat, but a line of webbing shout out and pulled the remote control device out of his hand. The remote was in the hands of Spider-Man as the Green Goblin turned around before a look of utter rage appeared underneath his mask and his blood began boiling in fury when it registered with him what had just happened.

"YOU!" shouted the Green Goblin before he raised his hands and green blasts shot down but Spider-Man dodged them and the Green Goblin dove down, in an attempt to reclaim his remote control device but Spider-Man shot a line of webbing right onto the side of the building, pulling himself up and swinging to the side.

"Catch me if you can, Gobby!" shouted Spider-Man as he swung around in an attempt to evade the Goblin. "Come on, follow me, if you think you can get to me in time before I disable your little toy."

"I'll take that challenge!" shouted the Green Goblin as he dove forward, slicing the blade at the end of his glider right through the webbing, as Spider-Man was sent spiraling right towards the ground but at the last minute, he hooked onto the bottom of the glider. He still held the remote control device as the Green Goblin threw a pumpkin bomb right down towards him but Spider-Man swung around, as the weapon blew up an unoccupied car, as the Green Goblin bent down, hacking away at the webbing with one of his razor bats, but Spider-Man leapt off quickly, the remote control device in hand but the Goblin continued to dive right towards his enemy. "I'll take that!"

The Green Goblin grabbed the remote control device, but Spider-Man had mounted the Glider with the battle going on high above, as Fisk and Harry watched.

"Should we help them?" asked Harry.

"Not unless it's needed," said Fisk, who would sooner just have Spider-Man and the Goblin wipe each other out. It would save him all kinds of headaches.

The Green Goblin went for a punch, but Spider-Man ducked and he smashed the control console on the Glider, causing it to spin out of control. The Green Goblin grabbed Spider-Man, one hand around his throat, squeezing with all of his strength, as he held the remote control device in the other hand, waving in Spider-Man's face, taunting him.

"Hate to be the bearer of bad news, but…" stated Spider-Man but the Goblin taunted his grip, before he realized the Glider was dangerously close to crashing into the ground.

"See you on the other side, Spider-Man," said the Green Goblin as he leapt off at the last possible second, but Spider-Man also made his movement. He dove right behind a dumpster, as the glider landed right on the street, detonating several pumpkin bombs on it. The explosions went off, filling the city with green smoke but it was obvious the Goblin had grabbed a few in the chaos, as one was flung right towards the web slinger. He dodged the attack, as a hole was blown right in the street. Spider-Man sprung up and managed to pull the other pumpkin bombs from the Goblin's grasp, but with expert agility and quickness, the Green Goblin was already out of reach, even without his Glider. Spider-Man moved forward but the Goblin held up the remote control device. "One more step Spider-Man and the entire city goes up."

"You're completely insane!" shouted Spider-Man and the Goblin nodded in stoic agreement. "You're blown yourself up as well."

"Well at least I've got the satisfaction of knowing that I took you and the rest of the people who tried to ruin my life along with me!" cried the Goblin, but Spider-Man moved forward, to do the one thing the Goblin would not expect. He took several steps backwards. "That's right, Spider-Man, I hold all the cards now, including the one's for your demise. You know what, I'm just going to push the button after all."

Spider-Man leapt forward, shooting the web lines right at the Green Goblin, wrapping both of them around the Goblin's right hand and tugged. The remote control device flew out of his hands and Spider-Man quickly caught it before he dropped it down a sewer grate. The Green Goblin's eyes widened, before he blasted Spider-Man right in the chest point blank. Spider-Man was lifted off the ground and landed with a thud. The Green Goblin pulled Spider-Man up and threw him down to the ground. The Goblin rushed forward and grabbed Spider-Man once again, before he was flipped over onto his back. Without another word, the Green Goblin stood on Spider-Man's chest, exerting an insane amount of pressure. Spider-Man struggled with all of his might, as Goblin continued to put the pressure on, grinding the soles of his feet right in Spider-Man's chest. It was becoming difficult, no impossible to breath.

"Admit it, Spider-Man, admit it that there is no way you could beat me," said the Green Goblin before he knelt down, feet grinding into the ribs of Spider-Man as Goblin reached down to choke the life out of him. "Admit it…Parker."

The last word was issued in a taunting whisper that only they could hear as Spider-Man tried to push up but he could not. He had truly met his match, the Green Goblin had defeated the web slinger.

"Yes, Goblin, I do, I was an idiot for thinking I could beat you," gasped Spider-Man as he saw right above the Green Goblin, a large stone gargoyle. Perhaps if he timed it just right. "It was hopeless."

"Now, I'm going to remove that mask right now and this time, the entire world is going to see who you really are," said the Green Goblin as he released his grip to get in the proper position to remove the mask but Spider-Man's arms rose up. Webbing wrapped around the gargoyle and with all of his strength, Spider-Man tugged. The gargoyle crumbled slightly before it came crashing down. The Green Goblin turned around, as the gargoyle partially smashed over him. Dust was sent over him, as Spider-Man pulled himself to his feet and rocked the Green Goblin with a punch. He dropped down, wincing as he was still sore. The Green Goblin remained on his feet and rushed forward, with a crazed expression.

"Not going to win, not this time, Goblin," said Spider-Man in a pained, but determined voice, as he flipped right over the Green Goblin. The Goblin spun around quickly just as Spider-Man landed on his feet. Spider-Man wrapped webbing around the legs of the Green Goblin and pulled with all of his might. The Green Goblin landed right on the ground with a thud, with Spider-Man pulling himself up and swinging forward. Both feet connected right in the chest of the Green Goblin and the wind was knocked completely out of him, but the Green Goblin smirked when he had spotted a discarded pumpkin bomb on the ground and he threw it with all of his mind but Spider-Man turned his web shooter and wrapped webbing around the pumpkin bomb. With a swing, he launched the pumpkin bomb into the air.

"Missed!" cheered the Green Goblin as he raised his hand but the ledge above him exploded, causing a large amount of rubble to fall down. The Green Goblin held up the rubble with his superior strength but Spider-Man leapt forward, slamming both of his feet into the Green Goblin's chest. Once, twice, three times before he webbed the Green Goblin's legs together and caused them to collapse, the rubble landing right on top of him, with Spider-Man standing right on top of it, as the Goblin nearly freed himself but deflated from the attempt.

"No I didn't," said Spider-Man as the Green Goblin struggled, but Spider-Man shot lines of webbing, forcing the large piece of rubble down on right on the Green Goblin, trapping him. His arms and legs still thrashed, forcing Spider-Man to expend the rest of his webbing in both cartridges. "There, that should hold you, Gobs."

"When I get out of here," said the Green Goblin as he trailed off, breathing heavily. The battle had taken its toll on him as well, the super adrenaline caused by his powers was beginning to taper off and the pain had set in, before he blacked off. He was still breathing, but it was shallow, as Spider-Man pulled the rubble off of him, ready to disable him should he wake up.

"Yeah, you'll make me regret the day I've been born, you and every other super powered villain I've ever met," muttered Spider-Man as he slumped forward, but morbid curiosity got the better of him.

" _This could be the end of the secret identity thing, he knows I'm Peter Parker, whoever he is," thought Spider-Man desperately. "But it's a perfect opportunity to know who he is."_

"You actually defeated him?" asked Harry causing Spider-Man to spin around in surprise.

"Yes, I did, for what it's worth," said Spider-Man and he did not give a chance for Harry to ask what Spider-Man meant by those cryptic comments. "Now to find out who the Goblin is."

The mask was slipped off to reveal a very familiar and unconscious face and Spider-Man jumped up in shock, eyes widened if he could scarcely believe what he was seeing.

"Norman Osborn!" shouted Spider-Man in surprise just as Harry shouted "Dad". Spider-Man backed off. "It's impossible though, it can't be…he was…"

"The explosion," muttered Harry but he refused to speak a second more but those words had given Spider-Man all the evidence he needed.

" _The explosion was planned, Harry was right all along, nothing Osborn does is an accident, he planned that explosion to turn him into the Green Goblin but why?" thought Spider-Man._

"The Kingpin," murmured Norman, as greenish ooze splattered from his mouth, which caused Spider-Man to recoil in horror and even Harry looked sickened.

"The Kingpin?" asked Harry in confusion but the sirens went off, as the police arrived, along with officials from the Ravencroft Asylum for the Criminally Insane.

"A very powerful mob boss," said Spider-Man who was racked in pain. He would need to get back to the Baxter Building soon for some more medical attention and perhaps an earful as well. He looked at Harry, who looked at his father, who he had believed to be dead all these weeks, now surfaced as the Green Goblin. "Look, I'm really sorry…"

"Don't be, Spider-Man, it is my father who brought this onto himself," said Harry as he watched the body of Norman Osborn strapped to a gurney, offering no signs of life other than shallow breathing. His eyes were open without blinking in a rather catatonic state. "Maybe he'll get the help he needs but…I know he killed Peter."

"Parker is alive," said Spider-Man and Harry looked at him with a look of confusion. "I got him out of there in time, just in time, he had to get medical attention at the same place I did and he's on the mend. Obviously takes a bit longer for him to heal, but he's on the mend and he should make a full recovery any time now. Of course, someone needs to have a talk with him about not taking photographs in such risky places, but that's not my place really and I doubt someone like that would listen."

"You seem to have a pretty good measure of Pete," muttered Harry but his mind was on his father. Even after he got his treatment, Harry wondered if he would ever be the same again. Perhaps the treatment that he needed would be for the better, but any thoughts of keeping this quiet was extinguished when the news media crowded around, getting a good look at the unmasked Green Goblin. Norman Osborn's face was broadcasted all over the world.

Using the confusion of the news media arriving, Spider-Man swung off, wincing as the webbing caused stress on his shoulder. He had just narrowly defeated one of his toughest enemies but the back of his mind was buzzing with pure paranoia. When Norman recovered, would he remember what he learned as the Green Goblin? It was a terrifying thought, not for himself, but for his loved ones.

May Parker sat right in the kitchen of her house, eyes darting to the window absent mindedly.. She had gotten a phone call just earlier that day, fearing the worst but it was good news. Peter had not been killed in the explosion as feared, but it was a close call, all too close but the fact her nephew was completely safe and would make a recovery after some rest. He needed some specialized medical attention but Spider-Man had ensured that her nephew had gotten everything he needed and for that she was grateful. Still she could not sleep even one wink until she saw that her nephew was returned to her safely.

"Gwen, I can walk you know," protested Peter from outside of the house, which caused May's expression to brighten.

"I'm aware you can walk, but I promised your aunt that I would get you home safely and in one piece," said Gwen.

"I'm just a bit sore, that's all," said Peter.

"Still think you're lucky with that one," replied Gwen and there was a brief muttering. "Don't you dare roll your eyes at me, Peter!"

"Sorry, Gwen," said Peter in an apologetic voice as he reached up to knock on the door but Aunt May had already reached the door. "Hey, Aunt May."

"Peter, I was so worried," said Aunt May. "Caught in a battle between Spider-Man and that awful Green Goblin person, I saw the news, I can't believe he was Harry's father."

"Neither can we, Mrs. Parker," responded Gwen dryly as she watched Peter sit down, just barely able to collapse.

"Are you are you're okay Peter?" asked Aunt May. "You look dreadfully pale."

"He'll be fine when he rests," said Gwen as she looked at Peter with a warning look.

"Yes, Peter, you look like you could use some rest, you haven't looked like you've slept in days," said May and Peter winced, that was not far off. "Thankfully that science camp of yours isn't for another couple of weeks, it will give you plenty of time to take it easy."

May turned to Gwen.

"Thanks for getting him home in one piece, Gwen," said Aunt May. "I'm glad Peter has a bright young girl like you to look out for his best interests when I'm not around. I know it's silly, but I worry so much time, taking photos of Spider-Man, some of the people that he fights, not exactly the most mentally stable."

"Believe me, it's not silly," said Gwen. "It's getting late, I better head on home."

"Of course dear, you wouldn't want your father to worry," said May.

"Bye, Peter, I'll see you tomorrow," said Gwen as they exchanged a goodnight kiss, before Gwen turned, walking for the door.

"Yeah, see you tomorrow," said Peter as he laid back.

"I think some dinner is order for you, young man and then a good night's sleep," said May.

"Not exactly the way I wanted to start off my summer vacation," said Peter as he tried to relax, but thoughts on what the Green Goblin knew plagued him.

Norman Osborn sat in a cell in Ravencroft. While others made screams and other noises of discontent, he sat quiet and rather catatonic, as two doctors moved outside of his room to check in.

"He hasn't moved since he got here, Dr. Hamilton?" asked a voice.

"No he hasn't," stated Dr. Barton Hamilton, the chief psychiatrist at Ravencroft. "A model prisoner really, most people when they get here babble and it's interesting to find out exactly what makes them tick. Mr. Osborn on the other end is quiet, almost in stoic acceptance in his defeat. The blood work we've done answered far more questions about his condition than anything else."

"Why's that?" asked the unnamed doctor.

"The explosion that was believed to kill him doused him with an experimental formula increasing his strength, agility, endurance, intelligence, and tolerance to pain, with the cost of warping his mind," explained Dr. Hamilton. "It will always be there, but without constant reinforcement, it will be mostly inactive with few side effects. Still, the serum allowed him to survive a battle with Spider-Man where he should have been killed from the injuries many times over."

"Remarkable," said the unnamed doctor.

"Just as remarkable as Spider-Man, he survived a lesser, but still inhumane amount of punishment," said Dr. Hamilton. "My diagnosis is that he is driven by similar enhanced means but also a desire to amend some past wrong. Perhaps the death of a loved one that he feels he could prevented. The Goblin on the other end, is driven by an obsessive compulsive control, to prevent a different kind of loss. Driven by the need to protect possessions rather than people he is close to, in fact, I daresay Norman Osborn is incapable of feeling any kind of love towards any human being, besides twisted unhealthy obsession based off of some kind of childhood trauma but this is just from what I've been able to find out from merely observing the news media footage involving the battles between the two. Without interviewing them, it will be hard to determine exactly what drives these remarkable and quite odd super powered human beings."

The two doctors left, as a spider crawled right beside Norman on the bed he was sitting. Raising his fist, he smashed the spider to a pulp. An arranged bout of amnesia once he came out of his catatonic state would be all he needed to lure the Kingpin, Spider-Man, and the rest into a false sense of security until the Green Goblin would make his return.

Timing was everything.

"I tried to talk to Harry earlier but he didn't answer his phone," remarked Peter to Gwen over the cell phone. He had been confined to the house for the next couple of days to rest, by Aunt May and he hoped there would be no crime to speak of. He did send the photos he managed to get of the first battle with the Green Goblin to Jameson, hoping that would pacify the publisher. "Have you had any luck with him?"

"Much of the same I'm afraid," said Gwen. "Tried to swing by to visit him in person but the media is everywhere. Not only that but movie producers."

"Movie producers?" asked Peter in confusion.

"Yeah, they want to buy the rights to the story of the life and tragic downfall of Norman Osborn into the Green Goblin or some such nonsense like that, I can just imagine what Harry's going through," said Gwen. "It should have been obvious."

"The more I think about it, I agree," said Peter but he thought, wondering what would happen now. Not only because of his identity, but because of Harry and the fact that his father was the Green Goblin. He would not get a moment of peace.

"We're going to have to be supportive for Harry," said Gwen.

"I know and I will be," said Peter firmly, his obsession with taking the Green Goblin down had nearly cost him everything but also on the other side of the choice, it was the same obsession that had given him just enough strength.

"We will be," amended Gwen.

"Right and I'll talk to you later, see if I can get in touch with Harry," said Peter.

"Right bye, Peter," said Gwen.

"Bye, Gwen," said Peter and seconds later, he tried Harry. Once again, no response and Peter tried to relax, even though it felt like there was a million thoughts going through his mind at the same time.

In his secret laboratory in an underwater cave, Otto Octavius, alias Doctor Octopus was in the middle of making plans to gain his revenge on the Kingpin and perhaps Spider-Man as well. It had been months since he had gone under ground to avoid detection and arrest, looking for the proper time to strike. Looking at a flier for Youth Science Camp, a two week event that was sponsored partially by one Wilson Fisk, Octavius began to piece together a plan for his revenge on the Kingpin.

An interesting item that would be on display caught the good doctor's eye and he carefully made plans to accomplish two goals with one fell


	19. Doctor Octopus Goes to Camp

**Dr. Octopus Goes to Camp:**

"The Camp should be the best yet this year but…it might be a bit empty without going with Uncle Ben," said Peter as he talked to Gwen and Harry. Harry looked like he had not slept in days, after the recent events involving his father. "I mean, it should still be fun and I'm going to enjoy myself."

"You will Peter, the one year I was able to go was fun," said Gwen with a sigh.

"Why haven't you gone since then?" asked Harry in a tone of voice that was an attempt in establishing life was normal.

"Too expensive for Dad's budget really, but that's fine, maybe one day I'll get to go again," said Gwen as she looked at Peter, who stood there.

"I almost didn't go," said Peter quietly to his friends. "After all that what happened…I feel it wouldn't be right to blow town, considering everything."

"Pete, this was your uncle's last gift to you, you shouldn't go on my account," said Harry calmly. "I mean sure I blew up at you because of something like this before, but I overreacted, now we're cool and I don't want to have to go over this again. You might have parts of your life where I'll not be a part of and I respect that, really."

"That means a lot to me, Harry and thank you, I swear I don't mean to be so secretive, and you have had enough to worry about given what happened recently," said Peter but Harry just shrugged.

"At least the media got bored after a while," said Harry. "You wouldn't believe how many people wanted to make a movie out of this. I mean, no offense, but who would want to see a movie centered around the Green Goblin fighting Spider-Man."

"It's just exploitation, Harry," said Gwen and Peter nodded. "If there wasn't a moderately famous person under that mask, no one would have cared."

"Yet, it's my father and they care way too much," said Harry in despair but both of his friends gave him sympathetic smiles but Peter checked his watch.

"Well the bus for camp leaves in a couple of hours and as much as I'd like to stick around, I want to get everything ready so I can leave in time," said Peter as Harry and Gwen nodded in understanding. "Now, Harry, remember, even if I'm at this camp, if you need someone to talk to, even if it is just to vent about how the media just won't leave you alone…"

"I know, Peter," said Harry in a tired voice.

"I better get going too, Harry," said Gwen as she walked out with Peter, giving him a look. "Go and have a good time, enjoy yourself, don't worry about anything. The world can hold up without your web slinging alter ego for two weeks."

"I'm planning on having a good time, Gwen," said Peter.

"You have the suit packed, don't you?" asked Gwen.

"Only as a habit," said Peter quickly. "I mean, what's going to happen at science camp?"

"Well, to be honest, who expected the Hulk to crash a school dance?" asked Gwen.

"Point taken, Gwen, but I'm going to enjoy this camp even if it kills me," said Peter before the two exchanged kiss, in a way of saying good bye, their feelings communicated well before they slowly broke apart. "I'll miss this."

"I won't argue with that," said Gwen before the two laughed and Peter turned. "Bye Peter, have fun."

"Thanks Gwen, I will do my best," said Peter as he walked off to prepare to leave. The specter of Spider-Man hung over his head as usual but he refused to let it get the better of him.

"Gentlemen and lady," said Doctor Octopus as he looked towards his gang, as he pointed one of his tentacles towards a set of blueprints, with different scientific calculations. "As you can see, my robotic arms require a great deal of power. Power that comes at a great cost to develop, as time and energy. The most potent power source I have been able to create only latest a period of seventy two hours and while it might be enough for some, I require more power. I cannot afford to have my robotic arms run out of power in the middle of a scheme. Unfortunately, time and money has been spent to study increasing the power of my robotic arms. Time that can be better served being utilized elsewhere, with the Kingpin still out there and other forces attempting to take control of the empire that should be mine. Not to mention that contemptible hero, Spider-Man, there are forces that require me to utilize even more power than ever before."

"Surely you have found a solution, Dr. Octavius," said Carolyn Trainer and Octopus turned, before he nodded to his best student.

"Indeed I have Ms. Trainer, or rather someone else has for me, an ever lasting source of power will be on display on this years National Youth Science Camp," said Octopus as he held the information for all to see, illustrating the use of the Ultra-Mega Power Pack. "Solar powered and ever renewing, created by Stark Enterprises, believed to be the future of energy. I would no longer need to keep creating power sources. Rather one power source is all that I require for the rest of my life. The Kingpin would not be able to stop me, no force on earth will be able to stop me once my robotic arms have been powered by such a potent source of energy."

"Not even Spider-Man?" asked one of the henchmen and the good doctor just turned, casually with a sadistic glint in his eyes and there was a pause.

"I almost hope for Spider-Man to get in my way, because the last time we meant, he was lucky to expend most of my power, forcing a hasty retreat," said Dr. Octopus as he cracked his hands together, before he reached for one of his power cells, fully intent on this being the last time he would have to use such a meager power source. "Our next encounter will end drastically different. I shall prove that Spider-Man is inferior to me in every way."

The good doctor paused for dramatic effect, before he nodded, looking at his gang.

"Time for departure," said Doctor Octopus with a gleeful expression on his face. "The spoils will be ours in a matter of days."

"Have a good time, Peter," said Aunt May, as they were at the pre designated bus stop for the area. The bus had been driving all over the country, stopping at the biggest cities. Most had drove the entire distance to the camp, mostly those who had lived out of the way. "I only wish you and your uncle could have shared this one more time but sadly it was not to be. I would have come but imagine what the house would have looked like if I would have left it alone for two weeks."

"Yeah that would be pretty bad, I don't know how you do it Aunt May, keeping the house clean and dinner on the table, not to mention having a part time job," said Peter with a frown.

"When you've been holding together a household like I have for many years, you need to learn how to multi task," said May with a smile. "Now get going, you wouldn't want to miss your ride. Don't worry about me, I'll get home on my own."

"Right, see you Aunt May," said Peter.

"Bye, Peter, have fun," said Aunt May as she watched her nephew walk onto the bus, struggling to carry his luggage. She frowned, her nephew had over packed a bit too much but she supposed it was a valuable lesson for him to learn. As much as she hated to admit it, she would not be around forever. Ben's death had proven that life could end at any minute. A sad but all too truthful realization, as she watched Peter go on the bus, with a sad smile. He was truly growing up, having a part time job and a girlfriend, all kinds of new responsibility. In a way, she dreaded the day where Peter would leave home but there was no stopping it.

On the bus, Peter struggled with his luggage. Unfortunately it appeared that most of the seats towards the front of the bus had been taken. Perhaps he had brought a few too many things along, including several dozen cartridges of webbing and his new double sized web shooters, that was able to hold two cartridges at once, cutting down on the problem of running out of webbing at the worst possible time, which had happened only a couple of times, but it was enough for Peter to realize the necessity of such a device.

"Hey, if you need somewhere to sit, you can sit here," said a girl that was maybe a year or two younger than Peter, with brown hair, brown eyes, and freckles.

"Thanks, I appreciate that," said Peter, as she moved over to allow Peter room to sit down, as a few more people found seats on the bus. "I'm Peter Parker."

"Kitty Pryde," said the girl with a smile. "This is so exciting, I mean I've never gone to this camp before but it's supposed to be the best. I came all the way from Chicago, I hope it's really worth the trip."

"Trust me, it is," said Peter, deciding it was best to make conversation, because this might be a long bus ride. "I've went here every year since I was eight with my uncle and I've had a blast, there's something here for every if they're interested in science. Biology, chemistry, physics, computers, genetics, more than I could name, trust me if you're even the least bit scientifically inclined, it's always an enlightening experience."

"Oh believe me, I am, people think I'm a bit of a nerd because I'm more into science and computers than make up than other girls my age are," said Kitty.

"Don't feel bad, my girlfriend Gwen is the same way, she's more comfortable around test tubes, than make up kits," said Peter as Kitty nodded, looking out the window.

"I didn't think I would get to go this year, but my parents agreed to let me go, if I got on the honor roll at school," said Kitty but she frowned. "Unfortunately that meant that I had to pass lit and that class can be such a drag sometimes. They say it's English literature, but whatever language those old guys are writing in, it's not like any English normal people I know speak."

"Lit can be a bore sometimes, but really it isn't that bad," said Peter but Kitty just gave him a disapproving look. "Alright, maybe it is that bad."

"Doesn't really matter, I passed the class, with a B, sure it was by the skin of my teeth but it counts and Mom and Dad paid for me to go to this camp, so I guess that's a victory," said Kitty but she looked at Peter. "You said you normally go with your uncle. Well why aren't you going with him this year instead of taking the bus."

"Actually he died just earlier this year," said Peter which caused Kitty to cover her mouth.

"Oh my, I didn't know, I'm so sorry, that was so rude of me," said Kitty in an apologetic voice.

"That's alright, you didn't know," said Peter. "I live with my Aunt May now and we're getting through everything just fine. My parents died when I was young in a plane crash, I don't really remember all that much about them to be honest."

Kitty looked at Peter with a confused look.

"That's just the next question people asked, so I figured I would answer it right now," said Peter and Kitty nodded in understanding before her eyes widened. "What now?"

"Did you say your name was Peter Parker?" asked Kitty as Peter looked at her before he nodded, wondering what this was all about. "You wouldn't be the Peter Parker that takes those photos of Spider-Man, would you?"

"Yes, I'm that Peter Parker," said Peter. "Wait a minute, how do you know about Spider-Man? I didn't think he was that famous, in fact, I didn't even think I was even that well known outside of my own neighborhood, much less outside of New York."

"Well you can thank the magic of the Internet for that," explained Kitty. "Your photos are all over the web, on all the Spider-Man fan pages."

"Spider-Man fan pages?" asked Peter, his head spinning from this little bit of information.

"Yeah, there aren't many, but there are some devoted people out there and they really keep up with the latest Spider-Man news," said Kitty with a grin as she looked at Peter's shell shocked expression with great amusement. "And it's all thanks to you, I mean without your pictures, the world couldn't follow the exploits of the greatest hero that ever lived."

"What does Captain America have to do with this?" asked Peter.

"Captain American, I suppose he's okay, a bit old fashioned and out of date, but Spider-Man's the wave of the future," said Kitty in an excited voice. "There are loads of people out there who look up to Spider-Man, he's a role model to a lot of people."

"Now, I'm sure Spider-Man doesn't do it for people to look up to him," said Peter.

"And that's what makes him such a great hero, I mean, you must be good to get pictures of him, no one else has," said Kitty as she looked at Peter with a serious expression. "You know him, don't you?"

"Not that well, but you don't take photos of a guy without picking up a thing or two of how he's like," said Peter.

"I mean you know exactly who he is under that mask of his," stated Kitty as if this was the most obvious thing in the world.

"No, our coexistence is strictly professional," said Peter. "I mean, would you trust a guy who takes pictures of you and sells them to a newspaper with your secret identity?"

"Not really," admitted Kitty as she looked at Peter. "There's has to be a reason why he wears to mask, he wouldn't want some creep going after his friends and family. I know I wouldn't."

"Neither would I, if I was Spider-Man," said Peter with a knowing smile. "Look, I don't like to bring my work with me…"

"Totally my fault, it's just that…." started Kitty before she stopped and looked at Peter with a serious, almost guilty expression on her face, with a slight blush appearing on her cheeks. "I've never told anyone else, so promise me you won't tell anyone this, even Spider-Man, actually especially Spider-Man."

"I promise," said Peter prompting Kitty to go on, as she took a deep breath, bracing herself for something.

"This is completely silly, but I sort of have a crush on Spider-Man," mumbled Kitty as Peter looked at her with a look that she misinterpreted. "Hey, it's not as bad as most people. At least I don't by strands of Spider-Man's webbing and sleep with it underneath my pillow like some people do. Those people are obsessive stalkers and need to get a little bit of a life."

"Especially considering that I have it on good authority that Spider-Man's webbing only lasts an hour at most before dissolving," said Peter and Kitty looked at him strangely which he had to cover up rather quickly. "Hey say what you want about Spider-Man, but he's economically friendly."

"Yes, selfless," said Kitty with a sigh before she shook her head and quickly changed the subject, not wanting to look like an obsessed Spider-Man fan girl even though she figured he had to be a total hottie he had to be underneath the mask. "So, the Science Camp, tell me more about it, because you've been here before."

They spent the rest of the bus ride, talking about the Science Camp, what seemed most exciting and everything. Thankfully, much to Peter's relief, Spider-Man was not brought into the conversation once during the rest of the two hour bus ride.

"Awesome," said Kitty as she looked at the amazingly professional set up, as she walked with Peter, who had transferred his web shooters and costume into a smaller bag that he carried with him while the rest of the luggage was move to the cabins that were being used. "It must have taken ages to set up this entire thing."

"Actually three and a half months, but who's really counting?" answered a young man with dark hair, dressed in a suit with a rose pinned to his lapel. He looked in his early twenties, as he approached, Kitty, Peter, and the rest of the attendees in the camp. "Richard Fisk, and yes my father is exactly who you think it is."

"That's right, your father helps fund this every year," said Peter.

"Yes, it's one of his pet tax write offs," said Richard with a chuckle. "I find science dreadfully dull myself, but I suppose it's nice to see all these people showing such interest. Father has so many things on his mind these days, that I was volunteered to take on some of his lesser ventures now that I've completed my education at ESU. But it gives me something to do for a couple of weeks. After all, fast cars and pretty women isn't all there is to life but I'm proud to say it's a big part of my life."

Quite a few people laughed at Fisk's joke but Peter just frowned. He found it hard to believe that such a pompous pretty boy like Richard Fisk who could be the son of a dedicated entrepreneur and philanthropist like Wilson Fisk but there he was, a cocky yet somehow bored smirk on his face as if this was not worth his time. It was amazing to think that Harry could be like this, but he seemed more down to earth than this Richard Fisk. In fact, Richard cleared his throat, before he adopted a business like demeanor as more people, both children and parents had gathered, a sizeable crowd of a couple hundred or so."

"Thank you for coming to the twenty first annual Youth Science Camp of America," said Richard in a booming boisterous tone of voice. "Fisk International, in conjunction with several other companies around the country thank you all for coming out. The bright young minds of American come to this camp every year to learn and exchange ideas. Not only that, but the inventions and scientific breakthroughs of the future get previewed for the very first time. So please, enjoy the next two weeks, and I hope you fight this camp an enjoyable experience, as well as an educational one. After a brief dinner, feel free to attend the orientation ceremony as all the questions about the exhibits will be answered timely and then tomorrow, many of our guests from the scientific community will be arriving to enrich your young minds. Feel free to explore the exhibits at your leisure at that time."

Richard stopped giving his speech, as the group filed, with security stepping into place for dinner and then later for the orientation ceremony.

"Security is rather tight, Dr. Octavius," said Carolyn Trainer, as she reported in, disguised incognito outside of the dining hall. "And Wilson Fisk hasn't showed up, but rather his son, no scientific ambition in his body, quite remarkable."

"Such a shame, I would have hoped to deal with the Kingpin and steal the energy source in one fell swoop," said Dr. Octopus. "Monitor the situation, we want to have an intelligent plan but at leas there is one thing that is going our way."

"No Spider-Man to get in your way this time," said Carolyn.

"Exactly," said Dr. Octopus with glee. "A shame in a way, but also it is an annoyance I can do without. Rest assure, that arachnid will be spinning his last web all too soon."

"Wow, just think a computer that can process that much memory in a blink of an eye," said Kitty in an awed voice.

"Yeah, that's fascinating," said Peter. To be honest, he was a bit leery about a girl he barely knew tagging along with him but Kitty was rather smart, if a bit odd. It was nice to have some intelligent conversation though and it was now more evident to him that most of the children at the camp had only went because their parents had insisted on them going.

"Computers really aren't your thing?" asked Kitty and Peter responded with a slow nod.

"No, not really, I mean I'm not hopeless," said Peter. "But I'm not an expert."

"Well, neither am I, I just like to dabble with them," said Kitty as her eye was caught by a strange exhibit. "Wow, look at it here, an immense power source, said to be everlasting energy it never runs out. Just imagine what you could do with something like that."

"Now, it says it's untested and besides it would have to run out sometime," said Peter as he looked at what he admitted was a rather sophisticated looking power cell. "Even that high tech battery would be pushed to its limits."

" _But if it's real, I question leaving something like that out to the public, I mean, you might as well just put a sign that says, crazed maniacs, please steal me," thought Peter but he was amused but his amusement quickly faded when the doors were blown open by some force, causing the people around the exhibits to look up. "Parker, you've got to learn to stop jinxing yourself."_

"What is going on here?" demanded a voice.

"That's what I want to know," muttered Kitty to Peter who nodded in agreement, but a group of men dressed in black walked inside, holding guns. The guards stepped back, not wanting to endanger the people with a fire fight.

"Alright listen up, all of you clear out of here right away and you won't get hurt," said one of the armed men as Peter looked off to the side. He gave a sigh, there were way too many people around and the exits were too congested for him to make a quick and unseen getaway. People moved towards the exits. "That's it, nice and easy, right towards the door, no need to shove, you'll be back to look at your nice little exhibits before too long, we just want a few minutes to collect something. Move it, now."

"Thank you gentlemen, I'll take it over," said a calm voice of Dr. Octopus as he walked in on his robotic arms, looking down at the remaining attendees of the camp. "As a past attendee, it warms my heart to see so many young minds taking an interest in science but do run along ladies and gentlemen, I wouldn't want to see so many young scientific minds injured before they could reach their full potential."

Kitty tugged on Peter's sleeve, as she looked at Doc Ock with a mixture of awe and great fear.

" _The only villain that Spider-Man could never capture, I wish he was here right now, Spidey could save us, I don't know how Peter keeps cool," thought Kitty. "Then again, he does have to take pictures of Spider-Man and the guys he has to fight, Doom and Octopus and the Green Goblin and Mysterio and all of those people, I mean, I don't think I could do it."_

She gave a shriek of surprise, grabbing onto Peter's arm, as they were knocked towards the wall by the people running in terror from Dr. Octopus. She braced herself for hitting the wall but the next thing she knew, her and Peter were on the other side of the wall.

"Did I just do what I think I did?" gasped Kitty as Peter looked at her strangely. "I went right through…I feel through…oh my gosh I think I did…oh my."

" _She phased through the wall," said Peter trying to wrap his brain around what he just saw. "That means, she's a mutant, just like the X-Men, she can make herself intangible and judging by the look of it, this is the first time she did something like this."_

"Oh I can't believe this, how did this happen?" asked Kitty.

"Now, Kitty, I'm sure there's a perfectly logical explanation," said Peter.

"A perfectly logical explanation, I'm a freak…I'm a…" stated Kitty before she noticed something and so did Peter. He had spilled the contents of his bag when they had went through the wall and she stepped back, eyes widened, as Peter quickly tried to clear away his costume before he was seen. "And you're…oh my…I made a total fool out of myself…you're him…"

"Mmm hmm," said Peter, feeling it was useless in denying it but he was kicking himself mentally.

" _I just acted like a vapid Spider-Man fangirl in front of Spider-Man," thought Kitty who wished she had the power to vanish. "I'm surprise Peter even put up with me, he's such a nice guy, that Gwen girl that he's wish, she's lucky but what now, I just told…oh my God, I'm so embarrassed."_

"Kitty, could you do me a favor?" asked Peter quietly.

"Anything!" squeaked Kitty before her eyes widened in horror when she realized how bad that sounded.

"Keep a look out," muttered Peter, as he left all business.

" _Nice one, Pryde," thought Kitty. "You make a friend, who is really Spider-Man and now you can't even look him in the face because you can't control your little fan girl worshipping towards Spidey. Never mind that he's a cute guy regardless of who he is. A cute guy who has a girlfriend who he seems to have known all of his life and is love with and totally devoted to. Oh well, at least you helped him, kind of. But I wouldn't really blame him if he never spoke to me again. And you're a freak too, this day just totally sucks."_

"The level of encryption on the security around this power pack case is incredible," said Carolyn.

"Naturally, it was developed by people under the employ of Tony Stark himself," said Dr. Octopus as he held the scientist from Stark Industries right in one of his tentacles, before throwing him to the side in a bored manner. "Still, Stark's not here, so there will be no one who could contest us taking the power pack."

"Now just see here, you can't just barge into this exhibit and get away with it ," said Richard Fisk as he walked over, with security on either side on him, pointing their guns at Dr. Octopus. "And you can't just take the exhibits…"

"Take them out," said Dr. Octopus casually as his men rushed forward, knocking the security out and disarming them rather easily. "Grab young Mr. Fisk, I have a feeling I might have a use for him."

"Let me go you ruffians," protested Richard as he struggled as security grabbed him, before they dragged. "When my father hears about this…"

"I do hope your father hears about this actually, that means he'll be in perfect position for my revenge," said Dr. Octopus in a cruel voice before he looked at Carolyn. "Stand back Ms. Trainer, sometimes the crudest methods are the most surprisingly efficient."

Dr. Octopus raised one of his tentacles before he smashed open the case. He looked at the power pack with a gleeful expression on his face, before he reached forward, to grab onto it with his tentacles but a line of webbing shot out of nowhere and pulled the cell right out of the case. Dr. Octopus looked up, to see Spider-Man hanging upside down, holding the power pack in his hand.

"You!" shouted Dr. Octopus.

"Yeah, me, surprised to see me, Ock," said Spider-Man as he dropped down.

"No actually pleased," said Dr. Octopus as his tentacles shot forward, in an attempt to stab Spider-Man, before he flipped over the attack. He landed right on his feet and Dr. Octopus turned around, before raised his tentacles once again, before attempting to drive them down right onto Spider-Man. "I've been waiting for your demise for quite some time, arachnid."

"Yeah and your aim hasn't improved since our last battle," said Spider-Man but he winced when one of the tentacles clamped around his arm, before he was pulled up, before Dr. Octopus swung him around. Spider-Man struggled with the attacks of Octopus.

"You were saying?" asked Dr. Octopus as he threw Spider-Man around.

"I stand corrected," said Spider-Man as Dr. Octopus made an attempt at the power source but Spider-Man shot a glob of webbing right on Dr. Octopus's glasses, temporarily blinding him and allowing Spider-Man to pull himself free, avoiding being smashed with the heavy part of the robotic arm.

"Don't just stand there you fools, grab him," said Dr. Octopus, as it took him longer to remove the impairment to his vision. The goons dropped Richard Fisk, who began to crawl away, before they charged Spider-Man. Spider-Man dodged an attack, before he sent one of the goons flying right to the ground.

"Really, now you're making this too easy," said Spider-Man as he dodged a punch, before he pummeled one of the goons in the midsection, knocking the wind out of him, before he used the back of the henchman's head as a springboard, before kicking off and knocking two of the henchmen down. Another one charged him but Spider-Man flipped him into another one. "So close, yet so painfully far, that's what you get for sending the goon squad after me, Octopus."

His spider sense alerted him to an attempt of shooting at him but Spider-Man dodged the bullet. He then jammed up the gun with webbing, before he pulled it from his hands. Spider-Man wrapped his webbing around a pipe from above, before he dropped down right onto the head of one of the goons.

"Really, too easy," said Spider-Man in a bored voice, before he flipped onto his feet, with two of the henchmen ramming together, causing them to be knocked out, before Dr. Octopus, vision now restored, ramming one of his robotic arms out, Spider-Man dodged, but a second shooting of the robotic arm knocked Spider-Man off balance. Spider-Man was then knocked backwards, before Dr. Octopus grabbed the power cell from his hands, before clamping the end of the arm around Spider-Man's wrists and hoisted him up.

"I hope this is more for your liking, Spider-Man," taunted Dr. Octopus as Spider-Man struggled to free himself, but he was flung right to the ground. The arm wrapped around Spider-Man and pulled him up to his feet, as he struggled but the arm was too strong. He struggled with his spider strength. "How often I wished for you to have you in my grasp Spider-Man, to crush you like the insignificant vermin you really arm."

" _Got to get free somehow," thought Spider-Man, as he watched Dr. Octopus remove the power cell from his harness, perhaps he could time this right, before he lifted the experimental power source right and slid it inside, causing his arms to glow, but Spider-Man broke out._

"You might have gotten your hands on the power source, Octopus and it might power your arms, but your body is still as human as everyone," said Spider-Man as he rushed forward, punch swinging with all of his mind towards Dr. Octopus's head, but the swing with the robotic arm caught him in the chest full force. He collapsed right to the ground with a thud. Dr. Octopus raised the arm and smashed it against the ground, but he dodged the attack, attempting to web them together, but the good doctor saw this one coming.

"Too true Spider-Man but you won't get close enough to get a shot in on me," said Dr. Octopus as he smashed Spider-Man down to the ground, before he hoisted him up, into the air and slammed him against the ceiling, swinging him around, before he slammed Spider-Man down to the ground hard. Spider-Man winced, pain racking through his body, as Dr. Octopus stood right on his chest, two robotic arms with razor sharp ends raised above his head. "It has been too long, but now I've finally gained my revenge on you. You might have let Fisk get away, but it would not be too hard to track him once I've exterminated you."

Spider-Man attempted to push Dr. Octopus off of him but he suffered a severe beating.

"The only quandary is that should I unmask you first or kill you, before ripping that hideous mask off," said Dr. Octopus as the ends of his robotic tentacles clamped together over and over again, several inches above Spider-Man. "Decisions, decisions."

"Let go of me you creeps!" shouted Kitty as she struggled, as two of Doc Ock's henchmen dragged her into the room, as she struggled against the grip of the two henchmen.

"Hey boss, we found this girl snooping around," said one of the henchmen. "Should be liquidate her?"

"Right after my business with Spider-Man has concluded, you can do what you wish," said Dr. Octopus as he held his arms up, savoring the moment but he watched as the girl had appeared to go intangible, slipping from the grips of the two henchmen. This distraction gave Spider-Man enough room to wrap his webbing around the feet of his enemy and pull his legs out from underneath him. His robotic arms shot behind him, breaking his fall, as Spider-Man leapt forward and knocked the two goons right off of their feet. Dr. Octopus rushed forward and caught Spider-Man right in the chest with one of his robotic tentacles. Kitty rushed forward, to check on him.

"I'm fine but…" stated Spider-Man before he looked at her, suddenly realizing something. "There's no way I can get close enough to disable him, but…"

Spider-Man shot a line of webbing upwards, before pulling her to safety as Dr. Octopus swung up, attempting to slice the webbing into bits.

"But what?" asked Kitty curiously as they leapt down.

"Your powers, they can get through, you can disable the power source," said Spider-Man and Kitty looked at him biting her lip fearfully.

"I don't know, I've only used them by accident twice, I don't know exactly how they work," protested Kitty.

"Try, Kitty," muttered Spider-Man as they dodged another attack. "Otherwise I'm going to get smashed to bits."

"Right, I'll give it a shot, but I don't know if this will even work," said Kitty and Spider-Man did not have the heart to tell her that he did not even know, before Dr. Octopus knocked him right to the ground. "Leave him alone!"

"How touching, the arachnid has a groupie," said Dr. Octopus with malice as Kitty stood in the way looking horrified for a brief moment at this accusation, but stood her ground. "Move out of the way, young lady, I wouldn't want to mangle such a pretty face."

"No," said Kitty in a defiant voice and Dr. Octopus just sighed.

"The impudence of youth," said Dr. Octopus in a mock remorseful voice, as he raised the tentacle as she closed her eyes, but she went intangible, causing them to miss. Rushing forward, throwing all caution to the wind, without taking any breath, she reached forward, before she got her hands on the power source. Dr. Octopus swung his tentacles but Spider-Man wrapped his webbing around them, to stop them from breaking Kitty's concentration. She reached forward, going physical just seconds after she pulled the power source from his harness. Dr. Octopus shrieked, as the auxiliary power kicked in. "You will return what you have stolen, girl."

"Not today," said Spider-Man as he swung forward and caught Dr. Octopus with both feet right to head, as Kitty collapsed to the ground. Dr. Octopus pulled himself to his feet, but Spider-Man shot webbing, tying the four tentacles together. In an instant, Dr. Octopus attempted to move forward, but his power was quickly running out, as Spider-Man held the older, but still usable power cell, before he threw it out of the window.

"You will pay for this, Spider-Man!" shouted Dr. Octopus, as he ripped through the webbing, before he managed to shot his robotic arm forward. "Hand over that power cell, young lady, or I will use whatever power I have to rip Spider-Man limb from limb."

Kitty's hands trembled but Spider-Man shook his head, before he slipped from Doc Ock's grip. The web slinger swung around, as both his feet impacted Dr. Octopus right in the head, causing him to spiral to the ground. Quickly, he webbed two of the tentacles to the wall and the other two could not quite reach Spider-Man. Dr. Octopus watched as his back up power ran down, as Spider-Man stepped back, before he collapsed to the ground.

"I'm alright, just out of breath," said Spider-Man as Dr. Octopus's arms went unmoving and the police broke into the door, holding their weapons.

"There, there's the ruffian who tried to attack me," said Richard Fisk, pointing right towards Dr. Octopus, as Spider-Man and Kitty slipped into the distance, watching Dr. Octopus and his gang being arrested.

"I'll leave this somewhere where they can find it," said Spider-Man as he held the power cell. He would sooner smash it, because there was nothing stopping Dr. Octopus from going after it again in the future and he grabbed his camera before disabling the auto shoot on it.

"So that's how you get all those shots of Spider-Man," said Kitty in amazement.

"Yes,," said Spider-Man a bit shortly as Kitty looked at him, chewing on her lip nervously. "Thanks back there, I couldn't have defeated Doc Ock without your help."

"Yes you could have, you would have found a way," said Kitty but she sighed. "I'm sorry about acting like the way I did. If I would have known you were Spider-Man…actually I might have fainted."

"I need to do a better job in guiding my secret identity, four people know it," muttered Spider-Man and Kitty looked at him curiously. "You, my girlfriend, the Green Goblin, and Nick Fury."

"You mean your girlfriend actually knows you're Spider-Man," said Kitty in astonishment. "Isn't it like some kind of law of super hero ethics that you have to keep your secret identity from everyone and like make some kind of lame excuse every time you have to disappear."

"She's too smart to fall for something like that anyway, it's a lot better in the long run, our relationship is much stronger, even if I do worry her a lot," said Spider-Man and Kitty nodded.

"But now I'm a freak, I mean those powers that I have, they can't be natural," said Kitty in a horrified voice.

"Hey did you think these powers are natural?" asked Spider-Man. "I mean walking on walls and having that agility. I was a klutz before I got these powers but now I'm much better off. Trust me, you'll get used to them and besides, they did help out."

"True, but I'm more worried about what my parents would think," said Kitty.

"I'm sure they will be understanding of you, Miss Pryde," said a voice which caused both Kitty and Spider-Man to spin around to see the smiling face of Charles Xavier, along with Jean Grey. "You have a special gift, having been a part of a new breed of humans known as mutants. My name is Charles Xavier and I am offering you a place at the Xavier Institute, to teach you out to control and utilize your powers to their fullest potential."

"You mean there is a place for people like me," said Kitty.

"Yes, there is," offered Jean. "My name is Jean Grey and trust me, when I say that my powers were hard to control but Professor Xavier helped me and he can help you as well."

"Professor Xavier is a good man, he'll teach you what you need to know," said Spider-Man in an encouraging voice.

"Well, if you think he's okay, then I guess he is," said Kitty as she turned to Xavier. "So I guess if P…Spider-Man thinks you can help me, then I guess its okay but what about my parents?"

"We will talk to them right away," said Xavier. "Explain the nature of your powers."

Kitty nodded.

"I guess you're going to be closer to me now," said Spider-Man.

"Yeah, that will be cool, please tell me that you're going to come and visit sometime," said Kitty.

"Of course, what kind of person would I be if I didn't visit my friends every now and again," said Spider-Man and Kitty beamed at him before she walked off with Jean and Professor Xavier.

"Finally another girl at the Institute, I mean with four other guys there, it can be annoying sometimes," said Jean to Kitty who smiled. "And what's this about you teaming up with Spider-Man to fight Dr. Octopus?"

Back in New York, an old man named Adrian Toomes had been paroled from prison after being in there five years. He had been framed by one Norman Osborn for embezzlement and Norman swept in to take control of his company, stealing his valuable tech flight designs. He planned on making enough money to finally retire and enjoy a good life but now Osborn had ruined it.

Now he would ruin Osborn, as he looked at the design that he had sketched in prison. He had been given praise by being a model prisoner but only if the knew. Toomes looked at the design with a toothless smirk. Pretty soon the Vulture would take flight and Norman Osborn would pay for what he had done.


	20. Vulture Takes Flight

**The Vulture Takes Flight:**

"Peter I swear you have the worst luck in the world when it comes to these sort of things," said Gwen with half amusement, and half despair as Peter had just concluded telling her about his misadventures at Science Camp involving the uninvited and unwanted Doctor Octopus.

"No kidding, I do," said Peter who felt the entire situation was becoming rather tiring. "All I wanted to do was have a nice vacation for two weeks, without any trouble and any super villains, but unfortunately there's someone who decided that we can't have that. Still, Octopus has finally been put off the streets, so I guess that was a bonus and I got some good pictures out of the deal, so Jameson is tolerable, I guess."

"And you made a new friend, the Spider-Man fanatic," said Gwen who was highly amused. "She seemed rather horrified when she realized it was you."

"Yes, she was," said Peter, who was glad that Gwen was so amused about this and not gone into a slight fit of jealously like most girlfriends might. "Still, I think she'll get over it pretty quickly, I told her about you and how great you are, and Kitty seems like she's not the type to try anything underhanded, even if she is a bit quirky, I guess."

"And another super powered ally," said Gwen. "Good, I have a feeling you might need all the help you can get."

"The number of super villains are multiplying," said Peter with a shrug as they had turned the corner, walking towards the Osborn Manor. "I suppose one could draw the connection of who's fault it is, but as long as they keep popping up, Spider-Man will keep knocking them down or something like that."

Peter and Gwen remained quiet as they walked up towards the gates of the mansion. The truth was that the Green Goblin had been the worse and a part of Peter hoped that Norman would get the treatment he needed, before returning on what passed as normal for him. And certainly he hoped that he had seen the last of the Green Goblin.

"May I ask who's arriving?" asked a voice on the intercom.

"Peter Parker and Gwen Stacy," announced Gwen and there was a pause, but only for the briefest second.

"Ah yes, young Master Osborn said to be expecting you, in his in the east wing with Miss Allan right now," said the voice over the intercom as the gates opened to admit Gwen and Peter inside the mansion.

"So Liz finally decided to talk to Harry," remarked Peter.

"Guess that's what happened," said Gwen with a shrug, she had no idea, other than a brief conversation during the time Peter was gone, she had not really gotten in touch with Harry. He had been busy with Oscorp business and that tended to monopolize most, if not all of his time. Quickly, the two friends walked inside, when they saw two figures darting. Peter stiffened, but relaxed when his spider sense did not go off. It would be difficult to change in such an open area.

"Pete, Gwen, is that you?" asked Harry, who was walking in a hurry, with Liz behind him, looking slightly amused.

"Yes, that's us, I thought you knew we were coming, Harry," said Peter.

"I did, but my advisors are driving me up a wall, how my father put up with their advice I would never know, well actually I do know, he threatened them and they backed off because they actually feared him," said Harry without taking a breath. "Two foreign countries pulled their orders, when they found out that some teenager was the head of the company and we're going to lose about twenty percent of our profits, it's all very frustrating you know."

"I don't have an idea, but I believe you, if you say it is," said Peter.

"Well, we've decided since Harry's stressed out, we sneak away for a couple hours, maybe hit the mall downtown, do something that normal teenagers do for a change, instead of being all serious," said Liz. "You two are welcomed to join us of course."

"So does that mean you two are…" started Gwen and Harry nodded.

"We'd figure we would give it a shot," said Harry as he looked at his two friends. "I mean, if it doesn't work out, at least it tried."

"It will work out Harry, have faith," said Gwen in an encouraging voice, before she pulled Liz off to the side. "Harry has some…self esteem issues because…"

"I know his father, he told me about them, and given the fact that his father was who he was, I can't say I really can fault him too much," said Liz as she looked at Gwen. "We'll find a way to make it work."

Meanwhile, Peter and Harry were having a conversation off to the side.

"So Pete what do I do?" asked Harry and his friend looked at him with a confused look. "You know….on a date and all that, exactly how do I keep from embarrassing myself."

"You do realize who you're asking for advice don't you," said Peter with a grin but Harry was not in the mood to be humored. "Relax, be yourself, any piece of advice I can give you, don't try to be something that you're not."

"Right, relax, be myself," said Harry, before he muttered to himself. "I'm so screwed."

Adrian Toomes looked at his design for his tech flight wings with glee. He was an old man, in his early seventies, bald, with a beak like nose and a nasty look on his face. He was the type to yell at children to get off his lawn but he was very pleased with the design. Capable of flight even in the roughest of conditions and weapon systems, not to mention razor sharp wings to slice his prey into nothingness. He put the harness on, before he prepared to take flight. He would find Osborn, wherever he was and make him pay for ruining his life.

Liz, Harry, Gwen, and Peter were downtown, Harry's limo driver having taken them down. Conveniently, Harry had his cell phone disabled, so he did not get any calls from his ever annoying advisors. The four walked downtown, having a good time just hanging out but unfortunately for them, that was all to change.

"Did you hear that?" asked Liz just as Peter's spider sense went off. He heard a whirling sound from up above, as there was a figure flying around. He squinted, the sun had caused him to be unable to see exactly what was going on up above.

"Maybe it's an aircraft of some sort," suggested Harry with a shrug.

"No too narrow, it looks like a man with wings," said Gwen frowning, as she tried to get a better look at it.

"Oh come on, that's absurd, someone flying around with wings," argued Harry.

"And this is in a city with a guy with robotic tentacle like arms, a guy who wears a fishbowl on his head, and a guy flying on a glider dressed as a goblin," said Peter and Harry just nodded, it was hard to argue with that point, even though he winced as it regarded to the unintentional reminder of his father.

Adrian Toomes circled from above, eyes narrowed, as he searched. He had flew by the Osborn Manor, having seen a limo exit. It would have to be Osborn. Toomes looked down at the crowd outside the mall, before his eyes widened and a twisted smile appeared on his face. He would recognize that hair anywhere. It was Osborn, no doubt about it and now Toomes prepared to take flight, pointing the miniature rocket blasters from underneath his wings towards the ground.

"OSBORN!" bellowed Toomes as he dived down, pointing his rockets down below and blasting in the crowd, forcing them to scatter or be blown to bits. Peter quickly pulled Liz and Gwen out of the way, as Harry moved out of the way, but the super villain would not be denied. He dove right towards Harry, hands outstretched, sending a rocket right towards the ground where Harry stood. Harry managed to leap out of the way, but Toomes grabbed him. "At last, you're going to pay for what you've done to me."

Harry gave a plea for help as several shouts as Liz, Gwen, and Peter looked horrified at what just happened, as Toomes had carried off Harry, with a crazed look on his face.

"Oh my, what do we do?" asked Liz in a horrified voice, as she watched her date be carried off by an old man with wings. It was a traumatic experience to say the least.

"Sit down and calm down Liz, I'll call the police and Peter see if you can get help," said Gwen and Peter caught her message right away, before he ran off, ready to make a change. Liz's legs trembled, as she watched Peter and Gwen go their separate ways. She hoped Harry would be alright, they had barely dated and now this had happened.

"You'll pay for what you've done to be, Norman Osborn!" shouted Toomes in a loud angry tone that carried.

"I'm not Norman, I'm his son, Harry," replied Harry in a terrified voice but a part of him wondered what his father had done to piss off this old man.

"Where is he then?" demanded Toomes, if that brat would not give him answers, then he would pay rather quickly.

"He's indisposed," said Harry. "Locked up tight, in a mental institution."

"Then you'll going to have to do for my vengeance for now," said Toomes as he flew off with Harry and dropped him, causing Harry to fall down, screaming in horror, but Toomes drove down, before the cagey old bird caught Harry and pulled him back up higher. "A fall that low is too good for the spawn of Norman Osborn, when I make a mess with you on the pavement, I will make a mess."

Harry looked down, realizing that he was going to die for his father's underhanded business practices which was actually the way he had assumed.

"Norman Osborn will pay!" cried Toomes, but a figure swung up from the highest buildings he could manage. Harry thrashed, unable to do anything else, but he saw Spider-Man was on the way, but he could not manage to get to Toomes's height. The Vulture released Harry who screamed but before he hit the ground, Spider-Man swooped in and caught him, before swinging him to the ground.

"Who is that guy?" asked Spider-Man to Harry once he caught his breath.

"Don't know, but my father seemed to have pissed him off something fierce, now he wants revenge," said Harry and Spider-Man saw the figure from above, diving down, wings bent. Spider-Man shot a strand of webbing, wrapping around Toomes, before he was pulled up into the air. Spider-Man struggled.

"Just who are you anyway?" demanded Toomes as Spider-Man was dragged higher into the air. He spotted some kind of propulsion device on the harness, he had to disable it somehow to bring the Vulture down to earth.

"Don't you watch the news?" asked Spider-Man as he shot another line of webbing to grab onto the pack.

"I have no use for television!" cried Toomes as he flew higher, which caused Spider-Man to get light headed.

"I'm your friendly neighborhood Spider-Man of course," said Spider-Man as he shot two more lines of webbing onto each wing but the villain turned, slicing right through them. "And judging by the costume, your super villain name might be Bird Brain, right?"

"You may call me Vulture!" shouted Toomes, now the Vulture, as he spun around, flying madly with Spider-Man struggling to hang on. The lines of webbing snapped, but Spider-Man shot down onto a post from a building above, grabbing on. The Vulture dove down, smashing into the post and causing it to bent. Spider-Man dove off and swung down fro another building. "And Norman Osborn will pay once I destroy you."

"News flash pal, you grabbed the wrong guy," said Spider-Man as he dodged an attempted dive by Vulture. "Guess the Alzheimer's is beginning to kick in! Old Normiekins bought a one way trip to the funny farm in case you've been living under a rock."

"His son will have to do for now but you'll pay first!" shouted Vulture as he dove right towards Spider-Man, sending a missile from his weapon system right at him. A laser blast struck Spider-Man in the chest and caused him to free fall to the ground. He was only by sheer luck that Spider-Man summoned enough strength to web onto a flagpole to keep himself from suffering a fatal free fall. The Vulture swooped down. "And farewell you insufferable insect!"

Vulture dove down and sliced the flagpole where Spider-Man was standing. Spider-Man held his arm up but the villain knocked him out of the air, causing him to fly down, right towards a metal dumpster. He braced himself for impact, but thankfully he managed to land mostly on a slightly soiled mattress that was on the side of the dumpster. He winced from the impact, his web shooter having bent slightly and his right wrist sprained. Spider-Man rolled over, taking his web shooter off to relieve the pressure around his wrist, as he saw the Vulture fly off in the distance.

" _Guess he decided to fly the coop," thought Spider-Man. "Better get back as Peter Parker, won't be able to get at him now._

The Vulture flew before he looked down, where the younger Osborn was surrounded by several police officers and they were armed.

"Blast, I'm going to have to regroup my strategy, but rest assure, that brat will pay," said the Vulture as he turned, flying off, with a sadistic glint in his eyes as visions of his revenge on Harry Osborn danced in his head.

"Good thing you managed to see Spider-Man swinging around the city," said Liz when Peter had explained what happened or at least a slightly altered version of the events that happened after he had ran off.

"No kidding, I was about to become pizza pavement," said Harry.

"Yes, I'm sure we're all glad that Spider-Man was able to save the day once again, but we have a far more pressing issue to deal with," said Captain Stacy. "For whatever reason, it appears that this man will continue to go after Harry and won't rest until he finds him. One failed attempt won't be enough. As it is, young Harry will have go to under police protection until we bring this man to justice. Your description of him should point us in the right direction."

"Maybe it was someone who Mr. Osborn decided to forced out of business," said Gwen as the other members of the police force looked at her but Peter nodded in support.

"Exactly what I was thinking," said Peter.

"I really think that much is obvious," replied Harry calmly, as Liz stood right beside him, giving him an encouraging smile, as if trying to tell him that everything was going to be right.

"A profitable line of investigation, yes DeWolff, dig up what you can about all the businesses that have been absorbed into Oscorp, especially those dealing with tech flight, because I believe we can find our man that way," said Captain Stacy. "Harry, to the van, you will be brought to a safe house until this blows over and we bring this attacker to justice."

Harry nodded, he had little do with agree, leaving Liz, Gwen, and Peter alone.

"Peter, your aunt is home, correct?" questioned Captain Stacy.

"Yes, sir," answered Peter promptly.

"Good, Gwen I want you to go with Peter, it was likely that you might have been recognized by him and I don't want to be home alone, I'll call you when it's safe to go home," said Captain Stacy. "Miss Allan, your parents are home right?"

"Yes, Captain, I can go straight home right away," said Liz. "It isn't much of a walk from here."

"Very well then, Peter, Gwen, I'll make sure you get there safe, into the car if you please," said Captain Stacy and the two teenagers nodded, before they entered the back of The Captain's car and they drove off. "I hate to admit this, but Spider-Man might be the best hope we have in beating whoever this guy is. The rest of the force is leaning on me to do something about him but technically he hasn't broken any laws and most the villains he fights is way outside anything we'll capable of."

"I'm sure Spider-Man's thankful for the support, Dad," said Gwen.

"Yeah, his job isn't the easiest in the world," added Peter, trying to not favor his wrist too much because that would lead to questions that he might not be able to answer as easily. Still he hoped he was able to stop the Vulture, for Harry's sake more then anything else.

Toomes arrived home, looking at his harness, relieved that none of it had been damaged too much during the battle earlier that day. This Spider-Man whoever he was, was a thorn in his side but one that the Vulture took out. If he had survived his fall, the next time they fought, the result of the battle would be fatal for the hero.

Still, he looked with a grin, see the police van going down the street. He knew the young Osborn brat was on the back of the vehicle, being taken away for his safety. He would catch the police by surprise and take his revenge, one way or another.

"I wonder about this city sometimes," said Aunt May in a fretful voice. "It's where you can't even go outside your house anymore without running into some horrible person."

"Yeah, it is like that more often than not," said Gwen as she sat down on the couch, right beside Peter.

"I'll get you two something to eat, you look practically shaken, Peter what happened with your wrist?" asked Aunt May looking at her nephew.

"He tripped when that guy went after Harry, he must have sprained it," said Gwen promptly and May did not even disbelieve this story for a second.

"I'm going to get you some ice, it should reduce the swelling, it doesn't look broken, just sprained thankfully," said May as she went to the freezer to do that. "Honestly, Peter you should be more careful where you go. You've always been a bit clumsy but that's no need to be careless."

"I'll try harder to be careful, Aunt May," said Peter.

"That's all I ask for, Peter, dear," replied Aunt May as she handed the ice pack along with a plate of sandwiches. Peter put the ice pack on his injured risk, feeling relief, counting his blessings that the fall could have been worse.

"Right in here, nothing gets past us, you'll be completely safe, young Mr. Osborn," said one of the officers, as they lead Harry in. Three stood behind him, dressed in riot squad gear as Harry looked up, before he heard a familiar and quite unwelcome humming noise from above, as the Vulture swooped in towards him.

"You won't get away from me that easily, you brat!" shouted the Vulture in a crazed voice, as he dove down. Harry turned, as the Vulture knocked over two of the riot cops with one move. Another one turned to shoot the Vulture out of the sky, but he grabbed the cop by the throat and threw him down to the ground. The cop crashed with a thud and the Vulture grabbed Harry, before pulling him up into the air. Harry struggled, but the Vulture gained further height.

"Help me, someone get me down from here now!" shouted Harry as he kicked and squirmed, as the Vulture held him, threatening to impale the clawed spikes of his gloves into the back of his neck.

"One more movement, Osborn, and you'll be flattened faster than any of your father's business rivals," said the Vulture.

"Just what did my father do to you anyway?" protested Harry, as he began to get dizzy as the Vulture flew, dodging the attempts from the police to shoot his wings to slow his descent.

"Your father decided to ruin my life's work, framing me and throwing me in jail for fifteen years while taking my designs for tech flight, and then he had the gall to claim them as his own!" shouted the Vulture, as he turned, before he disarmed the police, while still keeping a tight grip on Harry. "He's messed with the wrong man now and if he isn't around to pay, then I'm going to have to settle for you."

"Listen to me, no one knows that my father is an underhanded person better than me but I had nothing to do with this, if you want the money made from your designs, you can have it, every cent of it!" shouted Harry, as he tried to free himself, even though that might not be the greatest idea.

"You really think this is about money?" demanded the Vulture. "No, this isn't about money, this is about revenge, my revenge, on the man who caused me to lose several years of my life in jail, to line his pockets with ill gotten gains. I won't let that go ever but I can let you go…"

One of the police helicopters above had flew by, clipping at the Vulture's wings. The Vulture turned in surprise, as he was forced to dive several hundred feet from he was, but he decided to release Harry anyway from where he was. Harry screamed in terror, as the police on the ground rushed to get the net in place, only partially catching Harry but he was enough to save him from a grisly fate. The Vulture dove down, ready to finish Harry off but several gun blasts had caused him to rethink his strategy. He was narrowly missed and a gunshot at his age could kill him.

"I'll be back for your later," said the Vulture loudly, as he blasted two miniature missiles to the ground, blowing up the ground. He watched as the young Osborn was on the ground, several injured, blood dripping from his mouth but not enough for his liking. It looked like that Harry would live and the Vulture flew off, to plot his next move. A more direct attack on Oscorp itself, he would destroy the building and leave Norman Osborn in ruins or die trying.

"What, Harry, is he going to be okay?" asked Gwen in terror, as Peter made a movement go upstairs. "Cracked collar bone, some other internal injuries, but he's getting the medical attention he needs, good to hear, what hospital room? Okay, I'll be sure to tell Peter, thanks, bye."

Gwen followed Peter, as May was in the kitchen making dinner. They quickly made there way up the stairs, as Peter walked up to his room.

"I know Gwen, this isn't my fault, but I'm going to take responsibility for it, if Spider-Man had stopped the Vulture the first time, Harry would not be in the hospital," said Peter. "Fortunately, I've been working on something to meet the Vulture on his own turf."

"Does this have anything to do with that thing you've been working on over the past couple of hours?" asked Gwen and Peter responded with a nod, before he walked over. He had several spare parts lying around his room, from past science projects but now he could put them to good use.

"It's not as sophisticated as what the Vulture has up his sleeve but it should to the trick, at least I hope it will," said Peter has he made a few minor adjustments, before he turned the makeshift harness and wings towards Gwen. Gwen looked at the makeshift flying device, biting her lip, before she began laughing. She could not help herself, it looked like the most absurd thing ever.

"Sorry, Peter, I really am but that thing, it just looks so ridiculous," said Gwen as she looked at it, trying to catch her breath and look rather serious. "But, I think the question is, will it work?"

"I'm pretty sure it will, maybe, I hope," said Peter and Gwen looked at him, amusement having faded, worry slightly setting in. "I don't need it to work long enough, only long enough to get to the Vulture and disable his little flight system myself. It will take time and a little luck, a whole lot of luck, but it has to be done that way."

"Okay, Peter, you know what you're doing," said Gwen but Peter's phone rang. He knew exactly who that was.

"Parker!" shouted Jameson which caused Peter to recoil slightly. That was right in his ear and he winced from what he had just heard. "Some lunatic with wings is terrorizing Oscorp. I want your lazy backside over there and get some pictures right away."

"Why me?" asked Peter.

"Because, Spider-Man's likely to show up obviously and with those two freaks, we can sell some papers," replied Jameson in a gleeful tone of voice.

"I'll be over there as soon as I can, Mr. Jameson," said Peter.

"Do me a favor, Parker and make it soon," said Jameson as Peter sighed, before he hung up the phone and he walked over, to grab his bag containing his Spider-Man costume, along with his camera.

"Duty calls?" asked Gwen.

"Afraid so, tell Aunt May that I need to take care for something at the Bugle," said Peter. "I should be back by supper and hopefully the Vulture will be put in his cage by then."

"Okay, Peter, see you later then," said Gwen as she embraced him, before they kissed good bye and Peter moved, his wrist still a little sore, but remembering his battle with the Green Goblin, he had fought with obviously worse injuries.

"Defenses are disabled," said the Vulture in a triumphant voice, as he rose up, stabbing his wings right into the security camera, causing a miniature explosion. "Now to take out Oscorp and everyone inside. Osborn will return to find nothing left and I will have my glorious, revenge."

The Vulture swooped down but he turned, hearing a pained panting and he looked on, seeing Spider-Man, barely able to hold himself up, as his crudely created harness and wings flew through the air, with Spider-Man flapping his arms in an attempt to propel him.

" _Note to self," thought Spider-Man, as the old fan motor in the harness was beginning to sputter. "Never try something this stupid again, ever, period, what was I thinking? Oh that's right, absolutely nothing."_

"You!" shouted the Vulture, his anger towards Spider-Man trying to step into the way of his plans. "Why do you protect Osborn? Surely even a fool like you could see what he truly is."

"Oh believe me, I know," said Spider-Man as he could barely hold up, ready to shoot the lines of webbing to ease himself down in case of a disaster. It slowly dawned on him that this crudely made flying device was not one of his better judgment calls. "But despite what old Norm did or did not do, you'll breaking the law too and I'm going to have to cut your wings for that."

"Fool, the sky belongs to me!" shouted the Vulture in a crazed voice as he dove towards Spider-Man. "You must have thought I was some senile old fool but I have true power. I will destroy Norman Osborn and everything he has ever made, but you'll fall as well."

Spider-Man spun, but the Vulture's own wings slammed into his harness. Spider-Man kicked up, just evacuating in time, as the makeshift flying device was torn to shreds. He shot a line of webbing onto the tower and swung up, but the Vulture turned, shooting a laser blast. Spider-Man swung off to the side.

"Why won't you stay still you impudent pest?" shouted the Vulture as he prepared to slice Spider-Man's webbing, which was exactly what the web head wanted. It allowed him to get underneath the cagey bird and shoot webbing, latching onto the hover pack on his back.

"Are you sure your aim is not off?" taunted Spider-Man as he attempted to pin the Vulture's wings but there was still some fight left in the crazy old bird. "The cataracts aren't acting up, are they?"

"You will pay for mocking me Spider-Man!" shouted the Vulture, as he attempted to dive into a tower, but Spider-Man managed to pry the hover pack from the harness. The Vulture gave a pained shriek when he realized he had been disabled. "What have you done you young fool? Now, we'll both crash."

"Sorry to give you a heart attack, but that's not going to happen," said Spider-Man as he shot several lines of webbing, before hanging onto the Vulture between his legs and guided him to the ground. The bird attempted to fight back, but he was done, as Spider-Man removed his harness, before he webbed him up. The Vulture struggled in the webbing, but without the tech flight gear, he was just a bitter, crazed old man, cursing under his breath towards Spider-Man.

"You may have won this round Spider-Man, but I will be back, I'll get you and any Osborn I can find!" shouted the Vulture. "You'll pay for ruining my plans!"

"Yeah that threat never gets old, ever," remarked Spider-Man in a dry voice as he hoisted up the webbed up bird, before he turned, checking his watch, the police sirens blaring. He had just enough time to get his photos developed, drop them off at the Bugle, before heading home for dinner. He turned, watching as the police had nabbed Vulture, ignoring the warnings from the crazed old bird.

"Out in a few days, really I just cracked my collar bone, nothing major," argued Harry. "And suffered a few other injuries, I'll be on pain medication for a few weeks but at least I don't have to have any major surgery."

"Still think you got lucky," said Peter, as he had visited the hospital along with Gwen and Liz.

"Well who would have expected a crazy old man dressed as a vulture to attack you in the middle of day light?" asked Liz and it took every bit of self control that Peter had not to make a witty retort.

"She's got you there, Pete," said Gwen as Harry just gave a weak smile. Still he had a funny feeling that Toomes was just the beginning of the problems he inherited due to his father. There might be many more to come in the not so distant future.

"Mr. Beck, I am impressed, you're a model prisoner," said the prison director to the prison inmate who was also known as Mysterio.

"I do what I can, I've learned my lesson, paid my debt to society," said Beck with a smile. "And now I'm going to do something with my life."

"Indeed Mr. Beck, you qualified for the prison's work release program and you've passed with flying colors," responded the director as he reached forward, shaking hands with Beck. "Your next production will be something more in tune with the law."

"Indeed it will be, but I daresay that the drama might still be present," said Beck with a slight smirk that the prison director did not pick up on. The final curtain would come crushing down on Spider-Man this time when his masterful scheme completely unfolded. The genius of Mysterio would finally be realized before the entire world.


	21. Lights, Camera, Mysterio Part One

**Chapter Twenty One: Lights, Camera, Mysterio Part One:**

"Help, someone help me, my purse has been stolen!" shouted a young woman with blonde hair with pink highlights, with a horrified expression on her face, as two young men shoved her to the side and rushed from the building, laughing madly but they suddenly stopped, when a figure swung in right in front of them. They looked rather shocked and surprised to see that they've come face to face with Spider-Man.

"You're not supposed to be here!" shouted one of the thugs.

"Yeah, I get that one a lot," said Spider-Man as he quickly shot a line of webbing and knocked one of the thugs for a loop with a vicious punch right to the face. Another punch and both thugs were on the ground. Spider-Man dropped down and grabbed the purse, before he swung forward. "They just don't make henchmen like they used to, here's your purse…owww!"

The young lady had kicked Spider-Man right in the knee. He supposed he should thank his lucky stars that she did not aim any higher.

"What was that for?" asked Spider-Man wincing. "In case you didn't know I had saved your…"

"You stole my scene you web slinging fool!" shouted the girl in a screechy voice that Spidey was almost sure would break windows if it was any higher.

"Scene?" asked Spider-Man in a confused voice.

"That's right, Spider-Man, scene, as in this is a movie being filmed," said a very familiar voice and Spider-Man turned around, to come face to face with Quentin Beck, also known as the pompous super villain Mysterio.

"Beck?" asked Spider-Man. "What are you doing here?"

"Making a cinematic masterpiece until you decided to blunder in and assault my actors," said Beck.

"What is your game, Mysterio?" demanded Spider-Man.

"Mysterio something that is in the past, I'm a new man, I've paid my debt to society and now I've decided to return to the film industry, only instead of special effects I've going to direct," said Beck as he went face to face with Spider-Man before the police sirens came in the distance. "Ah yes, the proper authorities, they should know what to do with someone who commits grievous bodily harm on harmless movie actors."

"I hope they lock him up forever and throw away the key, because that was supposed to be my big scene," added the girl turning her nose up in the air at the very sight of Spider-Man.

"Calm yourself Andrea, you will get your moment and you will be famous," said Beck as he looked to see Captain George Stacy, along with three other officers exit the car. "Ah, Captain Stacy, so good to see you once again and under better terms than last time."

"I've heard you were released, Mr. Beck and not even a couple of weeks out, I find you in the center of trouble," said Captain Stacy.

"Trouble, how dare you say such a thing, rather it's your pet web head who is the cause of the trouble!" shouted Beck. "Yes, Captain, your tolerance of a vigilante such as Spider-Man is normally none of my concern, until now when he interferes with my business and my production. I am attempting to film a legitimate piece of cinema here and yet he swings in with no regard to the law and assaults my highly qualified union actors. As you can see, I have the proper permits to film in this part of the city."

Beck shoved several papers towards Captain Stacy, who read them with a grave expression.

"As you can see, I have all rights to sue this web slinging nuisance for everything he's worth, including that mask he hides behind in the name of being a hero," said Beck. "Wonder Studios went through all the proper channels to get this production together and I won't have Spider-Man ruin it."

"Now, Beck, I'm sure we can work something out, Spider-Man is unaware that a movie was being produced here at this time," replied Captain Stacy in a calm voice but Beck was having none of this.

"I don't care, Spider-Man committed assault so Spider-Man must pay, I will see him in court, minus that mask and I'm sure the other citizens that he privately assaulted under the name of his vigilante crusades will be extremely interested in exactly who is hiding underneath there," said Beck but then he grew thoughtful. "But, I'm a fair man, perhaps Spider-Man really meant no harm when he sabotaged the scene we filmed here. Still there is only one option for Spider-Man, to make up for the damage that he caused here, costing me a day of filming and thousands of dollars."

"YOU DID WHAT?" shouted Gwen in shock.

"Gwen, please, not so loud, the entire neighborhood will hear you," said Peter, as they walked in the park.

"No, let me get this straight, you actually sighed up for a role in Beck's film as payment for the damage that you caused," said Gwen in a low voice, as if she was trying to wrap her head around the absurdity of the entire situation.

"Yes, and for free, I had no other choice, it was either that or reveal myself to the world in a court of law," said Peter as he sighed. "You know, I just have the strangest feeling that this was almost set up."

"Well this is Mysterio we're talking about," responded Gwen. "He always has to make a production out of everything but you do realize that…"

"A trap, yeah, I know, this could very well be a trap, your dad had the same thought as well," said Peter with a sigh, as he sat down on the park bench, with Gwen following suit. "But we have no other options and if Mysterio is up to something, at least I'll be close enough to keep an eye on him. Still, I've got to be on my guard, after I ruined his grand scale plans last time, the grisly demise of Spider-Man would be the ultimate production for someone of his deranged caliber."

"What do you think he might be up to, other than the obvious, of course?" questioned Gwen and Peter responded with a shrug, but he had his own ideas. It was Mysterio, it had to be something grand.

"The Globe outsold us!" shouted Jameson in an irate voice at the Daily Bugle building. "What could that rag have that would make anyone want to buy it."

"Our consumer research says that they were disappointed about the lack of coverage of the new Wonder Studios movie, Attack of the Space Arachnoids from Jupiter," said Robbie as he read over the papers.

"You mean to tell me that some cheesy sci-fi b movie out of the 1950s trashed the Daily Bugle's sales!" shouted Jameson in complete outrage.

"That's not all, it says the movie has a guest role for Spider-Man," said Robbie which caused Jameson to spit his coffee all over the desk, before turning towards it with a complete look of revulsion on his face.

"What, Spider-Man?" demanded Jameson in absolute distaste. "You mean to tell me that someone would pay for a movie featuring that wall crawling reprobate and it would actually get coverage."

"It's a new angle, Jonah, Spider-Man the actor is different than Spider-Man the super hero," said Robbie with a shrug but Jameson turned, deciding to direct his fury towards Ned Leeds.

"LEEDS!" boomed Jameson at the top of his lungs. "This is all your fault. If you had gotten that story in about those dangerous government weapons that were stolen earlier this week in on time, we wouldn't be blasted by the Globe for such a ridiculous story."

"Mr. Jameson, I did the best, the government wasn't exactly too forthcoming," protested Ned which was an understatement. The truth was, he was thrown out of the factory that he had found, with threats about being arrested. When he returned, the weapons if there were any, were gone. "It was almost like the government was hiding something, something dangerous and something dangerous was stolen."

"Leeds I don't pay you to think, I pay you for news, in fact, if the people want b-grade horror, then I'll give the people b-grade horror," said Jameson, before he turned. "I want you on the set of that new movie that the web head's in and dig up some dirt about exactly what Beck and Spider-Man are planning?"

"Planning?" asked Robbie.

"Yes, Robbie, Beck was released from prison and I'm not too convinced he's turned over a new leaf and we all know how much of a menace to society Spider-Man," said Jameson. "Get me a good story Leeds or I might have to find a replacement. Take Brock with you to get some photographs, he needs another chance to redeem himself and I'm already paying Parker way too much for someone who is just a freelancer."

The entire office staff remained silent and unmoving.

"What are you waiting for, a pat on the back?" demanded Jameson. "Get out of there and go, now, now, now, move it, before you're fired!"

"Man I can't believe it the web head gets to be in a major motion picture," whined the Human Torch when the news hit the Baxter Building the morning.

"Johnny, I think it's far from a major motion picture, I mean, seriously, Attack of the Space Arachnoids from Jupiter," said the Invisible Woman. "Even the title sounds utterly ridiculous, never mind the plot."

"Come on, Sue, it sounds like a classic, and Spider-Man gets to be in a supporting role," said The Human Torch as he read the paper. "This Quentin Beck guy says his role was tailor made. Imagine a Fantastic Four movie, I mean wouldn't that be the best thing ever?"

"Come on Matchstick, who in their right mind would pay money to see a movie about the Fantastic Four?" asked the Thing. "In fact, who in there right mind would pay to see a movie about Space Arachnoids from Jupiter."

"Besides not to mention the fact that it is scientifically implausible for any kind of advanced life to thrive on Jupiter, based on current data, even these space arachnoids," said Mr. Fantastic. "I don't know where some of these movie producers get their stuff."

"At least it's not Skrulls," said the Human Torch as he shuddered remembering the last time the Fantastic Four had ran into those particular aliens.

"QUIENTIN!" screeched Andrea as she stomped into the room, where Quentin Back and a group of men were crowded around the table.

"Andrea, I believe the proper procedure is to knock before you enter a room," said Beck calmly but Andrea was not having any of it.

"What's this crap on every newspaper page about Spider-Man being the star attraction of my movie?" demanded Andrea, as she shoved the latest edition of the Daily Globe right in Beck's face.

"Now, Andrea, the public, for whatever reason, gravitates around that wall crawling nuisance but I can assure you that he is merely a novelty, used to generate some extra publicity that will allow your star to shine the brightest," said Beck as he looked at the young actress, who had her arms folded, with a disbelieving look on her face. "Trust me on this, but the time this over, you'll be known the entire world over and you won't be able get a moment's rest. You'll be a star, my dear, a star and Wonder Studios will make you our poster girl."

"I better be a star, I should be in glamorous high end, major motion pictures, not some movie about Space bugs or whatever your stupid little production's about," said Andrea, turning her nose up in the air. "You really think this might make up for money."

"Science fiction has a wide variety of those who will watch even the most dismal films and my film will be beyond most of the drek, thus even turning the eyes of the harshest critics and getting you, major movie roles," said Beck as Andrea nodded, with a relaxed smile, as dollar signs basically danced in her eyes. "Now go forth young lady and prepare, filming begins in a few hours and we wouldn't want you to look anything other than your best. It would reflect badly on you."

Andrea nodded, as she moved off, ready to look her best. To be honest, this movie was beneath someone like her but she was using it as a springboard to jumpstart her career and make a fortune. Beck turned to the men around him, really henchmen of his, posing as actors for the movie.

"Don't know why we have to put up with her, boss," said one of the henchman.

"She's just a prop in the grander scheme, the utter demise of Spider-Man, nothing more," replied Beck smoothly. "She's played her role nicely, although I was glad that her acting talents wer enough to trick Spider-Man into thinking there was an actual robbery. Naturally, with my help, she was able to pull it off without a hitch."

"Spider-Man won't know what hit him," said one of the henchmen with a grin but Beck turned him away.

"He will soon realize that the grandest master stroke will paint his demise," said Beck in a calm voice. "The video of his demise will be the amusement of the New York Criminal Underworld for some time to come but it will also prove to the world once and for all that Spider-Man was a fool to think he could match wits with the magnificence of Mysterio!"

Beck ended that last sentence with his usual tone before he looked serious.

"And with the last minute changes to the script, Spider-Man will be in for a bit of a surprise," concluded Beck.

"But naturally we're not going to let poor Spidey in on the last minute revisions," said one of the henchmen as they laughed and Beck stood up, a triumphant smirk etched on his face. This would be his grandest triumph to date.

Spider-Man arrived on the set right away, see the set up. He had read the script that Beck had shoved in his face when he had been coerced into doing this little production and needless to say, he was none too impressed with it. It was cheesy, over the top, even for what was a sci-fi horror movie or whatever genre Beck was trying to pull off to shield his scheme. Having both directed and writing the script, it was obvious to the wall crawler why Beck's talents laid in special effects. He was good at making things look good, but not so much in actually producing quality from the ground up.

"Ah, Spider-Man arrived at last, very well then, places everyone," said Beck as he saw that Andrea walked up a scaffold, where she climbed inside a cage, where two of his henchmen, dressed in the Archanoid costumes stood on either side, with staffs, as the other Archanoids moved in, with weapons in hand, as Spider-Man was handed a weapon of his own but a camera flash had distracted the proceedings, as Ned Leeds and Eddie Brock walked inside. "I beg your pardon, gentlemen, but what are you doing here?"

"I'm Ned Leeds from the Daily Bugle and…" started Ned but two burly security guards walked in, grabbing Ned roughly by the arms, while two more security arms took a hold of Eddie Brock.

"This production is closed to the media," said Beck in a firm voice, as the reporter and the photographer were both escorted out promptly, as Beck sat down on his director chair, waiting for the media representatives to be escorted away. "Right, now, everyone ready, places, we're ready to shoot Scene Thirty Seven, the evil Archanoids have captured the leader of the rebel army and now its up to the crazed and reckless vigilante, Spider-Man to save the day. I want the fight good and it will end with Spider-Man managing to save the rebel leader, but he get greviously wounded in the process and left for dead."

"So that's my big part?" asked Spider-Man in disbelief.

"I have no room for prima donnas in my production, Spider-Man," said Beck.

"Right, I think you already have your quota filled between you and Miss Personality up there in the cage," responded Spider-Man.

"Watch it or I'll make sure you never work in one of my films ever again!" shouted Andrea in a high pitched voice.

"Yeah, that would really break me up inside," said Spider-Man in a sarcastic voice.

" _You know, I've got to hand to Mysterio, I mean I think he might have found the one person in the world vainer than he is," thought Spider-Man. "There should be some kind of award for that or something."_

"Quiet, quiet on the set!" shouted Beck as he turned to the cameraman. "Make sure that camera is ready to roll, I want to see each and every moment of this glorious scene as it unfolds. Archanoids, get your weapons ready and prepare to attack Spider-Man. Lights, camera, and action!"

" _I just have the funniest feeling that old fishbowl head is going to make this scene all too real," said Spider-Man bracing himself as the Archanoids turned right towards him and the second their weapons pointed right towards him, his spider sense flickered into overdrive as they closed in. "And I hate it when I'm right."_

He watched as one of the Archnoids stepped forward. The scene called for him to attempt to blast them with his weapon, a glorified flashlight but his spider sense continued to warn him that something was up. A heavily concentrated blast with a very real weapon had blown up one of the props behind him to bits. Quickly, Spider-Man leapt up, landed on his feet, and shot a line of webbing out, wrapping it around the gun, pulling it from his hand, causing the goon to fall flat on his face. He flung himself over two more of the Archanoids and kicked them right in the back, causing them to land on the ground with a loud thud.

"Spider-Man desist, cut, desist, this was not part of my scene!" shouted Beck as Spider-Man dodged another blast from the very real weapon, before he disarmed and then wrapped up his enemy.

"Just wait, once I get rid of your goon squad, I'll make you part of this scene, Beck," said Spider-Man in a threatening voice as two more of the Archanoids went towards him, but Spider-Man shot wrapping around them, tying him together, before he leapt up onto the cage, where Andrea was. The actress gave an ear piercing shriek, as Spider-Man swung on the cage, gaining momentum before he propelled himself into a somersault, walloping both of his enemies. They spiraled down to the ground, as he leapt up and knocked another back with a kick.

"Stop him, stop him, he's ruining my big moment!" shouted Andrea.

"Ruining mine too," muttered Beck as he stepped to the side to enact his back up plan, as one of the Archanoids attempted to go for the blaster, but Spider-Man kicked it out of his hand and pulled the goon up to the ground, before sending him flying right through a proper backdrop. Webbing wrapped him into place as another weapon attempted to club Spider-Man from behind, but the wall crawler tripped him up and launched him up, before webbing his feet together.

"Alright, Mysterio, it's just you and me, so come out and face me!" shouted Spider-Man. "It's over, Beck!"

"On the contrary Spider-Man, it has merely begun," said Beck with a laugh as the spider sense alerted him that something was wrong and sure enough it was, as gas was pumped into the room. Spider-Man felt his legs buckle, he could not shield himself in time from the affects of the gas, as it was beginning to put him under. He watched as Beck stood, with a gas mask on. The actress in the cage passed out, as Spider-Man slumped to the ground, temporarily paralyzed from his ordeal. "Now, Spider-Man, time to prepare you for the final take of your final scene!"

Beck laughed in a crazed manner, looking at the battered body of Spider-Man who twitched but offered little movement other than that. He walked over, before he grabbed the intercom.

"Phineas, your little project is ready, is it not?" asked Beck and he waited for an answer, before he nodded with a smirk on his face. "Good, good, get it ready to go, because we're going to have a test pilot here before long. Spider-Man has kindly volunteered to take a trip on it's maiden voyage."

Beck walked around, freeing his henchmen one by one. It would be so easy to finish Spider-Man right now but that would not be a fitting final cut delivered by a master of manipulation such as Mysterio. He needed an ending that fit the absolute brilliance that was Mysterio. He motioned for the henchmen, some of them worse for wear, to pick Spider-Man up. They carried him to back of the van and Beck got in the front see, starting up the vehicle. Spider-Man would not be waking up for several hours, but Beck was determined to have him be awake for his own demise. It was only appropriate that Spider-Man would get to see the end coming and appreciate his brilliance.

Spider-Man turned his head, completely groggy. It was a few seconds for him to remember what happened, he was fighting Beck's henchmen and he had been knocked completely unconscious by some kind of knockout gas. He was still weakened, his spider strength was maybe at a quarter of what it might have been and he realized he was chained to something. Several more seconds had passed, before he realized exactly what he was chained to.

Spider-Man had found himself chained to the top of what appeared to be a flying saucer or at least one straight out of a 1950s Alien Invasion movie. He lifted his hands but found the chains had little to no give whatsoever. He continued to struggle and squirm but he collapsed, as several people walked forward, looking highly amused at his discomfort, lead by one Quentin Beck.

"So, it comes down to this Spider-Man, the final curtain, the end game, the final scene, forever," said Beck as he wiped a mock tear away from himself. "It's sad really."

"Yeah sad that you've strapped me to such a cheesy little trap," said Spider-Man as he looked at Beck. "Seriously, exactly what possessed you to come up with something like this?"

"I don't expect you to understand my brilliance Spider-Man, someone like you will never understand true genius but there it is, behold my greatness!" shouted Beck in his usual over the top manner. "I bet you think this is a cheesy little toy but it is far more than that."

"What, something more stupid than that fishbowl you wear on your head?" asked Spider-Man but Beck just stepped forward and looked right at Spider-Man.

"You talk big for someone who is unable to move and unable to free himself," said Beck. "This flying saucer was developed by my cohort, Phineas Mason. He's nicknamed the Terrible Tinkerer for reasons which you're going to understand just before you meet your demise. This little movie prop is designed to do one of two things. It will reach escape velocity, with you dying in the cold vacuum of space. Or it will simply crash to the ground. Either way, I win and inside the saucer is a camera which will transmit your last agonizing minutes for the world to see."

"Boss, I don't see why you don't just shoot him, I mean he's just chained there, not moving, wouldn't that be much easier than doing some hokey movie stunt?" asked one of the henchmen.

"You fool, it's not the final result that matters but the presentation," argued Beck. "Any common criminal could shoot Spider-Man, but only my cinematic brilliance could string together such a marvelous conclusion to this thorn in my side."

"Such modesty," muttered Spider-Man sarcastically.

"You'll regret your sharp tongue in a matter of moments, Spider-Man," said Beck in a boisterous tone which carried for many feet to come. "Farewell, the end is coming and the final credits will be rolling!"

Spider-Man gave one more struggle but at the moment it was futile. Without his full strength, there was no way he was breaking his chains anyway soon. Beck walked over with a twisted smirk on his face, pressing a button that opened up the top of the warehouse and Spider-Man looked up, there was nothing to catch his webbing onto in an attempt to pull himself loose once he had gotten past the warehouse and he felt himself rise up into the air. He hoped against all hope that Beck was mistaken, surely this thing could not work.

" _Got to get free somehow, the gas, I can see feel the effects, my muscles won't respond like I want them to," thought Spider-Man as the platform rose above and the lights began to flicker on one at a time. "No way out but down, way down or maybe up but it's not going to be good, no doubt about it."_

"Good night, Spider-Man, farewell and good bye, we all hope for a good death scene but yours may be among the best because it is scripted and put together by the magnificence of Mysterio," bellowed Beck from down below, as prop began to come to life, with a humming sound and it began to lift off the ground. Spider-Man was strapped down, completely helpless, as Beck watched him go higher up into the air.


	22. Lights, Camera, Mysterio Part Two

**Chapter 22: Lights, Camera, Mysterio Part Two:**

Meanwhile, Spider-Man was gaining height with each passing second, as the air was getting thinner the higher he went.

" _Just a few more seconds before I pass out up here, no Spidey, got to get your head together, come on, you've fought tougher battles before, just got to time this exactly right, just one more twist and got it, now to just remove the release pin for my web shooters just enough," thought Spider-Man desperately, as the chains were twisted just enough to give him room to maneuver. "Alright, just about got it, almost there, just one more turn and twist and it's released…now, yes…it works."_

The shackles snapped open, allowing Spider-Man to remove his left arm from the shackles, before he moved forward. He looked down, removing his other arm, before he gazed downwards. He was right above a body of water and he paused, looking at all of his options. Using the release pin on his web shooters to unhook himself from the other pair of shackles, he watched. His weight not being evenly distributed had caused the saucer to rock and spin slightly out of orbit.

" _A fatal flaw, if I can exploit this just enough and maybe crash it into the water," said Spider-Man as he moved a bit, directing the saucer's orbit downwards. "Got to be careful, make this free fall too much and then I'm done. Just a little bit at a time, at least enough where I can hook onto something with by webbing and jump down. A little more, and a little more, the hover lifts in this thing are beginning to fail, a good sign, but I don't want them to fail too fast. A bit more and one, two and three and rock, rock it a bit harder, just a little bit harder and I've got it…no going down way too fast, I hope this works, I've never tried this before._

Spider-Man released the pins in his web shooters, causing a cocoon of webbing to wrap around both him and the saucer. Twisting, he tucked his head the best he can as the prop had landed right into the water. Quickly, he managed to rip the cocoon, before managing to summon enough strength to snap the chains.

" _Long swim back, guess I better start now," thought Spider-Man as he began to swim, muscles still sore, but most of his strength regained. He wondered how much time it would take him to get back to the city. "Mysterio and his little goon squad are long gone, not that I knew where they took me anyway. I was knocked out."_

Without another word, Spider-Man pulled himself out of the water, sopping wet. He would have to get back home, hopefully without being scene, for his spare outfit, wondering what Mysterio's game was.

"Alright everyone, put your money and jewelry in the bag and surrender in the name of the Archanoids!" shouted one of the Archanoid, the leader of the gang by the looks of it, holding a weapon in his hand. The crowd began to laugh in amusement at the entire situation.

"Is this some kind of joke?" asked one of the men. "A publicity stunt of some sort perhaps…"

A blast had blew up the shelf to bits. The Archanoids moved forward, holding out the bags in one hand and the guns in another.

"This is serious, the next blast will eliminate the person who tries one wrong move," said the Archnoid leader. "You will surrender to us or be annihilated."

"The pearls if you please," said one of the Archanoids, roughly grabbing a woman by the throat and ripping them off her neck, before placing them in the back. Several other men and women were being relieved of their money and jewelry.

"This city will soon cower beneath the collective will of the Archanoid empire!" shouted the leader in a boisterous voice, as they walked out with their ill gotten gains and saw the arriving police car. The police exited the car, pointing their weapons but the alien leader waved his hand, causing the Archanoids to appear to disappear particle by particle in the air.

"Did you see what I think we saw?" asked one of the officers, a rookie, completely losing his head. "Aliens, real life aliens, and they just disappeared and I can't believe it."

"I don't believe it either but I know what I saw," said Officer Jean DeWolff in a hushed voice, as she tried to wrap her head around the entire situation. Yet she knew what she saw, even if she could hardly believe her eyes. She had to file a report on the station but exactly how would someone describe this.

"Space Archanoids from Jupiter rob citizens blind?" bellowed Jameson in a disbelieving tone of voice.

"I'm just repeating what has been said Jonah, three separate incidents, all over town, each with eye witnesses seeing this Space Archanoids disappear right before their very eyes," argued Robbie. "There has to be a logical explanation behind this."

"Spider-Man, he was working with Beck on that movie and now they've created this hoax," said Jameson, as if this was one of the facts of life. "Space spiders, I've finally got that web head where I've wanted him."

"To what extent, Jonah, I'm telling you that there is no way to tie Spider-Man into this whatsoever," said Robbie and Jameson just nodded in agreement.

"What we need to do is to dig up proof of the web heads guilt," said Jameson with a gleeful expression on his face and Robbie just responded with a sigh. "LEEDS, BROCK! Get in there right now, I've got a new assignment for you."

"I'm telling you Captain Stacy, they just disappeared," said DeWolff and Captain Stacy sat there, looking quite thoughtful.

"I believe you, but given the fact that it is Mysterio we are dealing with, what we think we see and what actually is happening are two different things," remarked Captain Stacy and suddenly, as if on cue, Spider-Man arrived, looking quite shaken but Captain Stacy looked at him without missing a beat. "Ah, Spider-Man perhaps you could shed some light on this."

"Oh believe me, I might have a few ideas, given the fact that Mysterio's little scheme to send me into orbit backfired and that was after he attempted to blast me with real weapons, instead of props," said Spider-Man as he looked at Captain Stacy. "You don't suppose that you might have an idea on where our master of illusion managed to get his deceptive little hands on such weapons."

"A few leads but let me check the files and a couple of photos that managed to arrive based on the robberies from the Archanoids," said Captain Stacy and Spider-Man looked up in confusion. "You mean, you haven't heard."

"No, I spent the last hour swimming back and walking home to get changed," said Spider-Man but he had heard enough to realize it. "Not really actors but rather members of Mysterio's gang!"

"I've come to a similar conclusion as well, Spider-Man, in fact the only two people not in Mysterio's gang are you and Andrea Edwards," said Captain Stacy. "I wonder what role she plays in the scheme."

"Maybe to scare people away with her oh so charming attitude," suggested Spider-Man but Captain Stacy had no comment, as he checked anything.

"As I thought, government weapons were stolen and it's obvious who they were stolen by right now," said Captain Stacy after a moment's pause. "We haven't been able to find out much about why they were stolen, except the government hinted they had destructive potential."

"Always the best news," muttered Spider-Man but he turned, seeing a man in an Archanoid costume walk towards the front desk. Quickly, Spider-Man slipped out of sight, if Mysterio still thought he was dead, that could very well give him the necessary element of surprise. The Archanoid stood, right in front of Captain Stacy, weapon at the ready.

"You know it is quite bold of Mysterio to send one of his henchmen in a police station," said Captain Stacy.

"Quiet, human, we know not of this Mysterio you speak of," said the Archanoid, without even losing his cool but neither did Captain Stacy. "Given you are the head of the police force in this area, we will give you our demands. By six o' clock tonight, tribute is to be paid, one hundred million of your earth dollars. Once we have confirmation that your payment will be received, then we will give you further instructions but it must be done prior to six."

"And if we refuse," said Captain Stacy but the Archanoid just broke into a twisted grin.

"Then we activate a device planted underneath your city that will vaporize several blocks in a click of a button," said the Archanoid leader, before he vanished with a puff of smoke. Captain Stacy reached forward, but he felt nothing.

"Hologram, Mysterio must know that we're onto him, so he didn't want any real henchmen that we could nab," said Captain Stacy as he looked up, where Spider-Man dropped down. "The only question is now what."

"Mysterio is boisterous but he's not one to bluff, if he has something grave planned for the city, then he has something grave planned for the city, no two ways about it," said Spider-Man after a moment of thought. "Perhaps if I go to set of the movie…"

"Been there, done that, cleared out everything, not even one clue," said Captain Stacy and Spider-Man paused for a bit and then went towards the window.

"I don't know why you even bother humoring Spider-Man, Captain," said DeWolff.

"Because he's necessary whether or not we want to admit it," said Captain Stacy. "I'd love to live in a city where Spider-Man is not necessary and I think he would like to live in that city too but we are a long way from that point."

"Your performance was masterful as always boss," said a henchman with glee, as Beck had removed the Archnoid outfit. Naturally, only someone of his caliber could have pulled off such a grand deception.

"Naturally, considering it was I who performed it but we are getting ahead of ourselves gentlemen, we'll see if Captain Stacy decides to play along or will he go against the script?" questioned Beck. "Naturally, the holographic equipment is in place, if we make them believe the city is vaporizing around them, then it will cause mass panic and people will flee in terror. In the confusion, we will clean out the city of everything of value and divide the spoils between us."

"Boss we might have a problem," said one of the members of the gang in a tentative voice, as he looked over. "The camera feed from the flying saucer we put Spider-Man on just came back and it cut off but not before we found out that the web head managed to free himself just in time."

Fury washed over Beck's face, but he maintained a cool façade.

"No matter, it will require a last minute rewrite of the script but it can be pulled off," said Beck in a calm voice, as he pulled out a trunk, revealing a very familiar outfit. "Our actress should be awakening, give her the instructions as planned and with any luck, Spider-Man with proceed to the location where we can spring one final trap for him."

"Will do, boss," said the thug as he walked out to do as he was told but he did not relish the opportunity of having to deal with Andrea Edwards.

" _Some corrosion and a fine dust, looks to be the residue from a hallucinogen gas," thought Spider-Man as he had moved around, getting a closer look. "Nowhere near as strong as what Mysterio has used before. Then again, all he needs to do is make a crowd of people believe his little gang had disappeared. Long enough for them to get into a van off to an alley way or a side street and then make their escape that way. No one would think differently, clever but you've overplayed your hand Beck."_

"HELP, SOMEONE HELP ME!" shouted a very familiar voice which caused Spider-Man in surprise, as he saw Andrea in the distance but he stopped short.

"Oh, no, I'm not falling for a trap this time," said Spider-Man under his breath, but the woman was trembling in absolute fear, as the Arachnoids were approaching her, holding the very real weapons.

"HELP ME, GET ME OUT OF HERE!" shouted Andrea as she trembled in fear. Spider-Man sighed, if this was a trick, he was not going to like this. Quickly, he swung into the distance and stopped at the feet of the Archanoids, who threw their weapons down in surprise. Andrea turned. "Listen here you web slinging idiot, you better stop stealing my scene!"

" _Oh of course," thought Spider-Man._

"Listen, I really thought you were in danger this time," said Spider-Man in protest.

"Well, that's because of my great natural acting skills," responded Andrea but her lip was curled in a sneer. "Still, let's make one thing clear, I'm the star of this film, not you, in fact, your scene has been filmed, so you can clear out and never come back."

Loud booming laughter echoed as a cloud of green smoke appeared. The very familiar form of Mysterio, in all his fishbowl wearing glory appeared right in front of the them.

"Spider-Man, once again, you will have to match wits with the amazing mystic powers of Mysterio!" bellowed Mysterio in a voice that echoed for several miles around as he stood right beside Spider-Man. Spider-Man stood, ready for anything but needless to say, Andrea was not too happy.

"Listen here you fishbowl wearing creep, I don't know who you think you're are but this is my scene and you're stealing it!" shrieked Andrea in a tone that nearly carried as much as Mysterio's voice, which caused Spider-Man to step back from her. Mysterio just responded by a loud booming round of laughter.

"Mysterio doesn't steal the show," declared Mysterio before he continued in a loud declaration. "MYSTERIO IS THE SHOW!"

Spider-Man decided to make his move when Mysterio was grand standing but he flew right towards Mysterio, landing right on the ground with a thud. Mysterio laughed madly.

"Spider-Man, you should know better to think you can defeat Mysterio!" echoed Mysterio as three more of him appeared. Spider-Man ran around, punching at the holograms one by one, but this was about as successful as could be expected.

"The real one of you has to be around here somewhere and once I get my hands on you, I'm going to punt that stupid fishbowl off your head!" shouted Spider-Man as he aimed a kick right towards Mysterio but it was another hologram. Another kick and another hologram, as Mysterio's laughter echoed. "You're not here, anywhere are you. It's a hologram trick, well stop hiding behind your illusions Beck and face me."

A Mysterio copy from behind Spider-Man attempted to club him down across the back of the head but the spider sense went off and Spider-Man spun around, grabbing Mysterio, but the chest plate opened up and four metal shackles shot out, strapping Spider Man's ankles and wrists, as the loud laughter of a dozen Mysterio holographic duplicates echoed from all around.

"Ah man, this one's a robot," grumbled Spider-Man as he squirmed and struggled, trying to pull himself free, but found this attempt to be quite futile. "I HATE ROBOTS!"

"Such a shame, but this robot is the kind that self destructs within the next fifteen minutes," said Mysterio as he twisted a dial on his belt, recalling all the holograms and standing right beside Spider-Man, who struggled. "Don't try to get out, Spider-Man, I've reinforced those shackles to deal with your spider strength.

Spider-Man struggled as the Mysterio robot turned, before it took him on a ride, leading the Archanoids into the city.

"Just think, how many crimes will my double commit and how helpless you'll be to stop it," taunted Mysterio as Spider-Man once again attempted to pry himself free, but the Mysterio robot continued to move forward. Andrea turned, hands on her hips.

"What about me?" demanded Andrea. "This was supposed to be my big break!"

"Wonder Studios dissolves your contract, you are no longer needed, we wish you the best in your future endeavors," said Mysterio as a green gas sprayed Andrea. She dropped to the ground, knocked unconscious before Mysterio spun, his cape flicking in the wind as he vanished in a puff of smoke, laughing madly, as the Archanoids continued onto the move.

" _Got to get free somehow, this thing's going to blow me up and anyone who gets caught in the crossfire," thought Spider-Man in a desperate tone but those shackles were stronger, as the Mysterio robot moved into the city."Great a bank, and I'm going to be an unwitting accomplice. What does that do to my web slinging reputation?"_

The Archanoids turned, as the Mysterio robot turned to them, the glass helmet blinking, before a pre-recorded announcement began to play.

"Surrender all your funds to the Archanoids and their overlord, the masterful Mysterio and his new partner, the Spectacular Spider-Man!" yelled the robot as the bank manager looked horrified, as the Archanoids pointed their guns. "Or be vaporized by my intergalactic minions."

" _Mysterio forgot one crucial item, my web shooters are still intact, it's a good thing I refilled them before I went to investigate the crime scenes," thought Spider-Man as he pressed his feet inside the robot, attempting to steer it a fraction of an inch, to grab one of those blasters from an Archanoid, knowing that he might have mere seconds before he was blown to bits. "Once again, like so many other things today, timing, have to try, no matter what it might cost."_

Spider-Man turned the robot, as the bank manager emptied out a bank vault, but a silent alarm was triggered. With another movement, Spider-Man activated his web shooter and with careful precision, he shot a line of webbing, wrapping around the weapon and pulling it out of the hands. Quickly, he managed to turn the weapon and blast a hand and a foot free, before the others realized what had happened.

"SPIDER-MAN'S LOOSE GET HIM!" shouted an Archanoid but Spider-Man busted him right in the chops with a kick from his free leg. He raised his arm and wrapped up several of the goons, holding them in place. Spider-Man twisted the robot, enough so his other bounds were freed by the blasts of the weapons, before he leapt forward and knocked them out. One of the Archanoids pointed a weapon right at the back of his head, but with a great amount of agility, he back flipped over him before landing on his feet. Webbing wrapped around the legs of the goon and with a tug, Spider-Man caused him to land on the ground.

"Really, all that fire power and you still can't beat me," said Spider-Man lazily as he leapt over two of the goons, before he disarmed them with one swift motion and then webbed them together. "Why don't you two gentlemen get to know each other a bit better?"

Spider-Man paused, as the Mysterio bot was humming and then smoking.

" _Great, I forgot, this thing was set to self destruction, guess I got a few minutes left before it does, but I've got to find the explosive device and hope that Mysterio didn't leave any other nasty surprises for me to deal with," thought Spider-Man as he went to work, trying to shut out the baffled bank manager right behind him. He worked it open, before he found a black box, with a countdown timer on it. "Right there, found it, why the villains are always so stupid to put a timer on these things I never know, but it helps make my job easier I guess, a minute and twenty left to go, I don't even know if I could disable it in that time, in fact, I doubt I could, oh well, I guess I have to try something or this entire city block is toast."_

Spider-Man turned to the bank manager.

"You can put that money back, no one's in the position to steal it," said Spider-Man but he did not wait, rather swinging to the side of the building, before he held the explosive device in his hands, setting up a webbing slingshot in between two poles.

" _Please work," thought Spider-Man desperately as he pulled back, before he launched himself right towards the river. Once he got close enough, he threw the explosive device from the Mysterio robot and then averted his position, back into the city. He landed far away, as there was a small explosion. "Just made it now got to find Mysterio, the real Mysterio and figure out what his little plan is for the city. What little illusion he's got planned if the tribute he wants isn't paid."_

Spider-Man swung over the city, eyes peeled for anything out of the ordinary. The hour at hand was quickly approaching and he hoped to wrap this up in time for dinner. It had been a long and trying day. He dropped down, returning to the scene of the first crime. It seemed like a longshot but it was a better shot than he had right now and he was rapidly running out of options.

A loud bang and echoed the arrival of Mysterio, who stood right face to face with Spider-Man, standing right in the street, which had been barricaded on both sides with two trucks and no traffic was around it.

"It has come to this Spider-Man, the end game!" shouted Mysterio as he turned right towards the web slinger, but Spider-Man shot a line of webbing forward but it passed right through Mysterio.

"No, more games, Mysterio, unless you think that you're not good enough to defeat me straight up!" shouted Spider-Man.

"How dare you insult the greatness that is Mysterio!" bellowed the villain as he stood raising his hands. A loud bang echoed and Mysterio stood right face to face with Spider-Man. A blast of blinding light appeared and several razor sharp flaming daggers appearing. Spider-Man closed his eyes but saw that they were nothing other than a really vivid illusion. The daggers passed around him, before they faded off in the distance. Spider-Man propelled himself forward and aimed a kick but Mysterio flicked his wrist and Spider-Man felt dizzy, rather off balance as he fell to the ground as Mysterio stepped forward and punched him right to the face. His gloves were loaded with something that made his punches quite powerful and this was no illusion. Yet the effect that made Spider-Man dizzy and put him off balance had to be one.

" _Focus web head, focus, you can beat this guy, you have…" thought Spider-Man but the wind was knocked out of him with a punch, before Mysterio clapped his hands. The sound caused was enough to knock Spider-Man backwards to the ground. He shot a line of webbing out but Mysterio blocked it, with a hook concealed beneath his wrist._

Mysterio lifted his hand up and Spider-Man felt himself lift off the ground. He squinted, there was some kind of extremely thin wire. It was barely visible but his enhanced eyesight allowed him to see it. He struggled, managing to pull the wire and drop down to the ground, but a puff of smoke appeared, as about twelve duplicates of Mysterio appeared. Spider-Man just stopped and stepped back.

"I'm done, Mysterio, you obviously can't beat me without the trickery," said Spider-Man, but he had closed his eyes, expecting Mysterio to cause a more direction attack. Sure enough, he was not disappointed as his spider sense went off, alerting him of the attack. He threw himself forward, trusting his spider sense only and not paying heed to any of his other senses. Mysterio was knocked off balance with a kick. Quickly, Spider-Man held onto him, ripping off his holographic belt before he stomped on it. The gloves were removed and Mysterio was thrown right to the ground. Immediately, the two vans vanished and Mysterio raised a gas pellet to throw it to the ground, but Spider-Man was ready this time.

He leapt up and knocked Mysterio down before he threw the pellet from his hand and knocked him down to the ground. After another couple of movements, Mysterio was wrapped up, another device put up his sleeve was removed and destroyed.

"The reviews are in and your production has been cancelled because of poor reception, Mysterio!" declared Spider-Man as the fishbowl was pulled off and thrown down, destroying even more holographic equipment.

"How dare you?" demanded Beck before his eyes widened, breathing heavily, and he continued in a crazed voice. "HOW DARE YOU? HOW DID YOU DEFEAT ME THIS TIME? I HAD IT PLANNED TO THE LETTER!"

"Simple, Beck, you added too much to your little scheme and I managed to trip you up," said Spider-Man as he made sure Beck was completely secured and had no further tricks up his diabolical sleeve. When he was satisified, he stepped back, the trucks having been holograms as he waited until the police cars had arrived. With another shrug, Spider-Man swung off, ready to head on home. This was a long and trying day but it ended on a high note with Mysterio back behind bars where he belonged.

"And in other news this evening, the megalomaniac master of illusion known as Mysterio was put back on behind bars," said a voice on the news program that was on the background during dinner in the Parker household. "And still to come, details of the latest involving a scandal that may force a long time United States Senator to resign…"

"I tell you anymore, the news, it's just bad," said Aunt May as she looked at Peter with a smile.

"Hey, at least Mysterio's off the street," said Peter as he had finished up what he was eating.

"Yes, I believe we can thank small favors like that but the crime rates are through the roof these days," said Aunt May.

" _Yes, I know what you mean Aunt May, and this is a day where Spider-Man is needed more than ever, but fighting super villains and that, I just can't help but wonder if I'm the cause of this more than the solution," thought Peter, before he shrugged. He wished his aunt would not have to worry about things like this but that just meant he would just have to keep up fighting._

"Gwen, I can't believe you got the rough cut of what Mysterio filmed," said Peter with grand amusement, as he sat on the floor against the couch at Gwen's house, with his girlfriend leaning right against him

"He left it around for evidence and the station has a copy and Dad decided to borrow one to investigate further, or so he says," said Gwen with an amused flicker appearing on her face. "Seriously, I can't see why anyone would even see this movie. Wonder Studios actually was counting on it to bomb, the owner wanted to use it as a tax write off actually."

"Well, it would have been a spectacular failure," said Peter with an expression that flickered between amused and mortified on his face as he watched the movie. "Seriously, when I'm the best actor in a movie, then there's something really wrong."

"So you won't be putting Attack of the Space Archanoids from Jupiter on your resume?" asked Gwen as she turned slightly towards Peter.

"I'd sooner put down the time where I got punked out by Toad in battle, at least that's less horrifying," said Peter as the two laughed, before Gwen cringed at an all too familiar shrieking voice on screen.

"And that lead actress, I mean, if her voice goes any higher, I think that the only thing that would be able to hear it is hunting dogs," answered Gwen as she grabbed Peter's hand and watched, with something between amusement and disgust at the performance of the lead actress.

"You should try appearing in the movie with her," remarked Peter dryly as he had absent mindedly stroked his girlfriend's hair as they continued to watch the acting exploits of one Andrea Edwards, a name that hopefully would not be heard of again all too soon. "And here comes my big scene."

"The best part of the movie," said Gwen. "Which really says something about the rest of the movie."

"Normally I would be offended, but I can't argue with you," said Peter seriously as he watched the camera. "Right here is the point where you can pinpoint Beck's blood pressure going up right about here."

Peter and Gwen continued to watch the unedited cut of Beck's movie, in great amusement as they had enjoyed the time spent with each other.

Spencer Smythe was a humble inventor, in the field of robotic technology but he had recently fell into some economic hard times. Still right this day, he would get a visit from someone that would change his life.

"Hello Professor Smythe, good to meet you, my name is Miles Warren, perhaps you've heard of me," said Warren as he walked into the lab.

"Yes, I've heard of your research, as sketchy as it may be," said Smythe as he looked at Warren. "Listen here, Professor Warren, I don't know what scheme you have but I'm not interested in a partnership."

"My boss, Dr. Nathaniel Essex might have something to say about that, he's offering fifty million dollars in cash to complete one simple task for him," said Warren and naturally Smythe was intrigued, before Warren threw down blueprints. "My boss wants you to construct this, for lack of a better term, Spider Slayer, as a genetic curiosity of his needs to be reclaimed."

"It should not be difficult, really, with the funding, obtaining the parts should be rather easy," replied Smythe as he looked over the blueprints. "If you don't mind me for asking, what is this genetic curiosity your employer wants to obtain?"

"Not, what, but rather who, my boss wishes to capture Spider-Man," said Warren calmly and for a second Smythe looked at him before he shrugged. "Do we have a deal?"

"If the money is right, then we certainly have a deal," responded Smythe without a second thought. He had no ill will towards Spider-Man but he had to make a living somehow. He would create this Spider Slayer as instructed.


	23. Attack of the Spider Slayers

**Chapter 23: Attack of the Spider-Slayers:**

"Behold, the finished model, the Black Widow Slayer," announced Smythe to Professor Warren and the mysterious Dr. Essex who had preferred to conceal his identity with a trench coat, hat, sunglasses, and a scarf wrapped around his head. He had informed Smythe that he had often terrified people with his sinister appearance. "The ultimate in robotic seek and capture technology, along with lethal protocols enabled if the user so requires."

"It's an impressive looking toy, Professor Smythe," said Essex in a cold, indifferent expression. "But will it accomplish the task that I've set out for it to do?"

"It will capture Spider-Man no problem, it is one hundred times stronger than any man and certainly many times stronger than any spider man with a high degree of weapon systems," responded Smythe as he looked at his two benefactors, both of which seemed indifferent.

"Very well, Smythe, your little spider slayer robot seems like it may do the job that Dr. Essex is requesting," said Warren crisply, eyes narrowing with a calm expression on his face. "But remember, failure is not an option. Spider-Man must be brought before us, captured and secured. The Black Widow had better do its job for your sake."

"And remember, do it by any means necessary, all that I ask is there is enough DNA left to harvest," said Essex in a tone that made Smythe and even Warren shiver, but Essex turned. The fact that this Spider-Man had been all indications been infected by his genetically altered spider boded well for his plans to force the evolution of humanity to their most powerful level. Exactly what mandated the change would unlock many secrets and would allow him to tap into vast well of power previously unknown.

At the X-Mansion, Kitty Pryde sat, with a tired and frustrated expression on her face. She had just spent three hours in a Danger Room session that was particularly stressful and caused her to become a bundle of nerves. She had done her best, at least she thought, but that was not good enough for Logan, who had put together the tough Danger Room sessions and seemed intent on trying to cause them lasting bodily harm before breakfast each and every day. Still, from what she heard, Professor Xavier had insisted to Logan that he had toned it down a lot from what he wanted. After an argument about coddling the other members of the team, Logan grudgingly agreed but Kitty would hate to see what the session looked like otherwise.

"Kitty, I doubt anyone with an IQ beyond single digits is going to actually be fooled by that get up," argued Jean that morning. "Why do you even think you need a disguise anyway? You're just going to school…"

"Yeah, but I'm an X-Men now and I don't want people to put two and two together," said Kitty. "You heard the Professor, people are beginning to catch onto mutants, they're going to know who we are. It's bad enough that I'm going to have my first day as a Freshman in a new town. The only reason I'm going is that my parents wanted me to continue a normal education."

"Well to be fair, mutant powers aren't everything, but the Professor doesn't twist anyone's arm to actually go to public school," said Jean in a consoling voice.

"Yes, Freshman year, I can hardly wait," said Kitty in a dry sarcastic voice but she looked at the mirror. Her hair was done up in a bun with thick looking glasses. The more she thought about it, it looked absurd, but there was only one thing to do. She cleared her throat before she began to talk in a really exaggerated and overdone British accent or rather what a stereotypical American thought that a British accent would be. "And now I think I'm completely ready to tackle this, I hope."

"Peter told me you were going to do that, but I wasn't sure you were going to actually go through with it," said Gwen as she walked into the room with an amused expression on his face, as Peter looked like he could hardly catch his breath as he was doubled over with laughter.

"You must be Gwen," said Kitty in an excited voice. "Peter's told me so much about you."

"Only good things, I hope," said Gwen with a smile.

"Trust me, I know better than to tell anyone anything but," replied Peter before he added. "And why would I even say anything bad about you Gwen? Anything like that would be a complete lie."

"Well Kitty you better get out the door soon, Peter and Gwen are running a few minutes late as is and you wouldn't want to keep them waiting," said Jean and Gwen looked surprised, none of them had said anything.

"Telepath," muttered Peter and Gwen nodded, with a slight shudder.

"Right, so let's get going then," said Kitty as she followed Peter and Gwen out the door where they stopped to see Logan standing in the hallway. Logan stopped, smelling a very familiar scent in the hallway, before he turned right towards Peter, with a sign of recognition.

"Web head," said Logan with in a cool look as he looked at Peter. "You better keep an eye on her and make sure anyone doesn't give her any crap."

"How did you know?" asked Peter, who had not remembered telling Logan about his duel identity.

"The nose, knows, bub," said Logan with what could be loosely interpreted as a smile as he gave them one final look before he looked at Kitty. "Stay out of trouble kid and keep your head low."

"Trouble, why would I get into trouble?" asked Kitty as Gwen and Peter looked at each other.

"You're hanging around the web head, he tends to be a magnet for all kinds of creeps and weirdoes, almost as much as I tend to be," said Logan with a humorless expression on his face.

"Right, we better get going, Mr. Logan, isn't it?" asked Gwen in a would be casual voice.

"Just Logan," said Logan as he turned to walk off without another word or a backwards glance.

"Good old Wolverine, always the chatty one," remarked Peter in a low voice when he was sure the mutant was out of site as the three walked out the door, to continue their walk to school before he turned towards Kitty. "You really aren't going to keep up that faked British accent all year."

"I'll keep it up as long as I can manage," said Kitty in the overdone accent as Gwen and Peter struggled to maintain a straight face.

"Okay, you want to go to the end of this corridor and turn to the right, to get the Freshman assembly and they'll answer all your questions right there," explained Peter and Kitty responded with a nod, before she turned.

"Right, see you later, Peter, Gwen," said Kitty as she walked off before Gwen and Peter turned to each other.

"Let's go find Harry," said Gwen as they had walked down the hallway. The past few weeks, Harry had been overseas on Oscorp business, which he had been very frustrated with as it had eaten a good deal of his summer vacation out. "Harry!"

"Oh, hello, Gwen, Pete," said Harry calmly which was a distinct change from the last time they talked to Harry. He had been quite frazzled and under an insane amount of stress to say the least but now he looked like he was in a pretty good mood, almost tranquil.

"How have you been holding up lately?" asked Peter.

"Better than can be expected, given what's gone on over the summer," said Harry happily almost skipping. Gwen and Peter exchanged a look of astonishment.

"That's good to here Harry, I thought you would be tired after all those flights you had to go on," said Gwen before she lowered her voice, so no one else could hear them. "Any idea of what's going on with your father? Is he going to be released any time soon?"

"I think he's enjoying the free vacation, I mean look who my father is, he would have been able to get out of that institution any time he wants, besides I'm totally handling it, "said Harry in a calm voice. "Oscorp, the business runs itself, I've just had to listen to my advisors and let them do most of the work, they're getting paid for it, so they should help me out every now and again.

"Are you sure that's a good idea?" asked Peter and Harry looked at him. "Letting your advisors do all the work, I mean, what if they make a bad decision which costs you the company?"

"Yeah Harry, how would you face your father?" questioned Gwen but Harry just waved it off as if was of no concern to him.

"Guys, guys, everything's fine, what's with the third degree, I mean don't worry, my father hired these men, he had to have trusted them to an extent to run the business," said Harry with a wide smile, before he turned, seeing a very familiar figure walking to the side. "Liz!"

"Harry, I haven't seen you in so long," said Liz as she walked towards Harry before she embraced him and gave him a quick kiss. "How are you?"

"Fabulous, I'm just great," said Harry as he turned to Gwen and Peter. "Don't you two worry about me, everything's fine, you two are the best friends I've ever had and nothing will change that. I mean another school year, everything's going to be a blast and I'm the head of a major national corporation, what can go wrong?

"Never ask that question Harry, trust me, you won't like the results," said Peter with a shudder but Harry just raised his eyebrow, before they turned, walking off to get their schedules before the school year began.

"Ah, Peter, good to see you again!" said Dr. Curt Connors with a good natured smile on his face, as Peter walked into the classroom a few minutes earlier. He was a teaching assistant for the Freshman biology class at Midtown high. "Just finishing up some last minute notes, I think I might be onto something with this latest line of research."

"Hello Dr. Connors, good to see you again," said Peter before he remembered something. "I thought you were going to only stay for the rest of the year."

"Yes, that was correct Peter, but my wife found that she liked the city and convinced me to say and there are a few good research opportunities here regardless," responded Dr. Connors. "Not to mention one of the older teachers retired, so I felt this would be the best place for me to continue."

"Trust me, I think you made a good choice and a man of your caliber would be an asset to the students of Midtown," said Peter.

"Thank you for your kind words, Peter," said Dr. Connors as he walked towards the back. "Now I believe I need to go over what you need to do for this teaching assistant job. Not too much, most of the time you can sit and catch up on other work but there will be times where I might need your help to mark papers and assist in an experiment every now and again."

"I can handle that Dr. Connors," said Peter as he watched a group of terrified Freshman walk in one at a time, their first class for many of them, as he sat down in the seat that Dr. Connors indicated to him.

"Black Widow Spider Slayer protocols are completely on line," said Smythe as he continued to press a series of commands, inputting all of the data that he could, as regarding Spider-Man. Dr. Essex seemed rather reluctant to share information but he did part away with enough data about the genetically enhanced spiders to get the Spider Slayer up and functional. "Objective, find and capture Spider-Man by any means necessary."

"Command understand, objective capture Spider-Man, data processed, scanning for target right now, match found within scanning limits, mission objective, seek and capture Spider-Man, with lethal protocols online should subject prove to be problematic," said the Black Widow in a robotic voice, before the robot turned, rising up off of the ground on all eight of its robotic legs before it moved forward, blasting the door open, before it hovered up into the air. The Black Widow continued to rise several feet up into the air, before it blasted off into the distance. Smythe turned, watching his creation move towards the city with a satisfied look on his face. With any luck, he would not have to launch the other three Slayers that he created. They were larger, with more destructive weapons yes but also widely untested. The Black Widow Slayer was the only one that he had an opportunity to completely test.

"Warren, this is Smythe, the Spider Slayer has captured the target, please stand by," said Smythe as he watched a blip on the screen, that would follow the progress of the Spider Slayer.

The entirety of the school day went pretty much without incident.

At least until the bell rang and the day ended, as Peter and Gwen heard snatches of conversation that were quite interesting to say the least. Harry had bolted immediately as the bell rang to attend another stockholders meeting, but that seemed to be quite the regular occurrence at Oscorp.

"Did you hear about that giant robot trashing downtown?" asked a voice.

"Yeah I did, people are freaking out, man I might just hang around here as long as I can," said another voice.

"Yeah, I know what I mean, I'm glad we're here where it's safe," said another student. "I mean other than the Hulk showing up at that dance last year, nothing exciting has ever happened."

"Giant robot, I've about had my fill with those," muttered Peter as he looked in his bag, web shooters and costume ready.

"So do you think you should check it out," muttered Kitty to Peter as she showed up.

"No, a giant robo seems like more of a Fantastic Four thing to check out," replied Peter but they group stopped. The spider sense was going off again.

"Peter?" asked Gwen uncertainly as she saw a look that was a combination of horror and confusion, wondering what was up but she got her question answered almost immediately, where a laser blast blew the nearest entrance open. Several people shrieked in absolute horror as a giant black robot that looked like a giant spider. "Oh right, that's wrong."

"That's very wrong," added Kitty, very nearly dropping the faux accent but managing to catch herself in time. The giant robot moved in, a red light blinking, ignoring the shrieks of the people in its path.

"Scanners indicate objective Spider-Man is within, prepare to move in for capture," said the Black Widow as it turned around, matching, as the entire hallway was clogged. Peter froze, it was after Spider-Man and there was no way he could get out of there in time. "Search and capture Spider-Man!"

"Hey, you overgrown tin toy, you don't want to get a piece of Spider-Man, he'll take you apart!" shouted Flash Thompson and Peter just rolled his eyes. He appreciated the support, even if it was Flash, but this wasn't really the time to be showing up.

"Objective, destroy Spider-Man no matter what," said the Black Widow Spider Slayer as it moved forward but Flash stood in the way. The Slayer did not even wait, rather it shot a white ribbon forward, wrapping it around the brash teenager. With a thug, Flash was thrown off to the side, as Gwen, Peter, and Kitty slipped around the corner, but there was an explosion and a loud crash. "Spider-Man within detection radius, complete objective no matter what."

"We've got to get out of here, it's right around the corner," muttered Gwen but Kitty shrieked in horror when the glowing red eyes of the Spider Slayer came around the corner. She quickly grabbed both of their arms and threw them backwards through the lockers, within the walls. They were still intangible, as Peter took out the web shooter, before he put it on and pulled them up out of site, as the sounds of destruction was heard. They were in the upstairs area just outside of the gym locker rooms. A second later, Kitty released her powers as the group dropped to the ground. Gwen looked towards the younger girl, with a slightly irritated look on her face. "Next time you try something like that, please warn me."

"Sorry," said Kitty in an apologetic voice, but there was a thumping from right below them that stopped before something was moving underneath them. "It's coming up the stairs, its right beneath us, I can hear it."

"Both of you, get to safety now, I hope I can figure out how to defeat it, no I don't need any help, I can handle it," said Peter, as he shooed them out, without another word, as he slipped inside the locker room which was thankfully empty, before he got dressed into his Spider-Man costume as quickly as he could manage. He slipped on his mask and web shooters, before a loud blast echoed from below him and there was a large hole as the Black Window Spider Slayer had climbed right into the hole.

"Spider-Man detected, containment protocols are online!" declared the Spider Slayer before a laser blaster rose out from underneath it and Spider-Man was just barely able to leap out of the way.

" _I hate robots, I really, really hate robots," thought Spider-Man in an agitated tone as a locker was blown enough right behind him. Spider-Man dodged an attack, before he propelled himself behind the Slayer with a back flip and tried to maneuver around it, searching out a weak point "I can't even quip, because there is no way to get underneath its skin because it's a humorless, emotionless machine."_

A large chain with a hook shot out of the front of the Spider Slayer but Spider-Man only just swung out of the way. He swung forward and kicked right at the Spider Slayer but his attack just bounced off it. He lifted up a trash can and threw it right at the Slayer but the robot blasted it to bits and Spider-Man attempted to trick the Spider Slayer, but its detection system was second to none. It moved around, quickly seeking Spider-Man. It sprung right towards the web head but Spider-Man dodged out of the way. It landed on down, before it spun around and shot a blast of some sticky substance right towards Spider-Man, but he dodged that particular attack.

" _And it has its own webbing, perfect, just wonderful," thought Spider-Man in a frustrated manner. "I've got to get this thing out of the school, but getting it away from innocent people, that's going to be another matter entirely. I've got to get this thing on the run."_

Spider-Man pried open a window, before he shot his webbing around the lockers and pulled them to the ground. They landed with a loud crash on the ground and the Black Widow smashed right through them, denting them, but Spider-Man shot his webbing out, hooking onto a lightpost, before he propelled himself forward on his webbing. He bounced off, before landing down on the street. He needed a few minutes to think of a strategy and he could not do it with that robot right on his tail.

He scaled the wall to the top of the building but above him, the Black Widow Slayer had launched itself towards, flying at an insane speed before it landed right in front of him. Several rapid fire shots of webbing were aimed right towards him but somehow the web slinger managed to avoid the attacks time and time again, but it turned out that this was merely a distraction as before he knew it, he was completely covered from the waist down in the sticky substance, unable to move himself from that position.

He struggled, but he was pretty much glued to the top of the building. No way out, no matter how much he tried.

" _I can't get out and that thing…wait that light, that must be how that thing is finding me, some kind of targeting sensor or something, well I'll take care of that right away," thought Spider-Man in desperately, shooting his webbing forward. It latched onto the light, covering it up, but two lasers rose out of the robot. "Great, out of the frying pan and right into the fire. Nice one, Spidey."_

"Targeting sensors compromised, new objective, switch to adaption sequence, lethal protocols are online," declared the Black Widow Slayer, but Spider-Man blasted a line of webbing right towards a passing plane. Much to his relief, his webbing reached enough and the force lifted him up into the air, before the Black Widow Slayer could blast him right to bits.

He was not quite out of the woods yet. The webbing melted right off of the Black Widow Slayer before it began to launch itself off the ground. Spider-Man released his webbing and began freefalling to the ground. The Black Widow had moved towards him but Spider-Man was ready. He had to time this just right but an acrobatic move had slowed him down just enough for him to mount the Spider Slayer.

"Error, unintended cargo, prepare to release," declared the Black Widow Slayer in its usual bland tone, before the panel that Spider-Man was sitting on ejected itself upwards. The web head was propelled high into the air but gravity proved to be a harsh mistress as he was sent down hard.

" _Not such a good idea," thought Spider-Man but he tucked his head in between his legs, trying to avoid crashing right into the ground. Once he was close enough, he shot two lines of webbing, latching onto a beam, before lowering himself to the ground. "Construction zone, well I beat Electro and Sandman in one before, so I kind of have the home field advantage."_

Spider-Man had no time to think as the Spider-Slayer blasted a chain outwards, which wrapped around Spider-Man. The web slinger dropped to the ground and struggled but the chain had held him in place.

"Stronger than my spider strength, whoever designed this must have had too much time to study me on their hands," gasped Spider-Man as he struggled, but he then began to roll, just as a stun ray was about to fry him. He rolled over, summoning all the strength to snap the chain but he was blasted right down to the ground. He was in unbearable pain as the Black Widow Slayer closed in on him.

"Target ready for acquisition, ready to return to base with target," said the Black Widow Slayer as it moved in for its objective but Spider-Man had the strength to pull himself up. He shot a line of webbing up, pulling himself out of the way and he swung off to the side, breathing rather heavily.

" _Okay, I have seconds, can't think, just got to do, Spidey," thought Spider-Man as he moved over to a wrecking ball. The Black Widow had only seconds. "Do it now, I hope I can slip this thing off, got it."_

The wrecking ball dropped down, just as the Black Widow lifted off the ground. It smashed right onto the robot, causing its legs to thrash underneath but it was far from finished with its attempts to free itself. A struggle, as Spider-Man shot webbing to pin it underneath the wrecking ball. The Spider Slayer attempted to free itself, but Spider-Man dropped down, before he shot as much webbing as he could right into the hydraulic parts of the Spider Slayer. Smoke rose from the top of the rapidly overheating spider slayer, with sparks flying from it. Spider-Man leapt behind a large stake of heavy pipes, as the Spider Slayer self destructed, blowing to bits. Several pieces of scrap metal went flying, as Spider-Man slumped forward. The wall crawler had managed to defeat his robotic adversary but not without a fight.

"Detection failed, restoring back up power, sending data from battle back to base," said the Black Widow as Spider-Man attempted to move in but it went dead. Not that he thought it would be the simplest thing to do, but perhaps he could have taken in apart and tried to figure out exactly how it worked. Spider-Man turned, before he slumped to the ground, the non functioning robot having given him more trouble than he could have ever thought it might.

" _I wonder what that thing meant about data being transported," thought Spider-Man but he just shrugged it off. He was a bit battered, he decided that it would best to shrug it off to lick his wounds and recover from the battle._

"Good, I'm glad you two got back out safely, yeah I know Gwen," said Spider-Man as he swung across the city, on a random patrol. His ribs were still aching but he thought he would have to do one more patrol of the city, before calling it a day. "I do seem to have a sign on my back that invites psychopaths to attack me, my luck tends to be awful in most cases but at least I got out safely. Yeah bye, maybe we can do something soon if giant robots don't try to attack me again. Better get to the Bugle to drop those photos I managed to get of Spider-Man yesterday to Jameson, okay, bye."

Spider-Man swung, little aware that the Black Widow Spider Slayer was only the beginning of his troubles. Not even twenty minutes after his defeat of the robot, there were plans being set into motion for his capture.

"Smythe you fool, we give you the plans and the Black Widow Spider Slayer failed to capture the target," said Warren but Smythe was not threatened. "Perhaps if you find this matter not with your time, perhaps you should be having words with Dr. Essex."

"Professor Warren, I understand your concern, but the Black Widow Spider Slayer was the first of four Spider Slayer models that I have created," said Smythe as Warren looked at him with a puzzled look. "Let's just put it this way, before it terminated, the Black Widow Spider Slayer transported all the data here that it gained from its battle with Spider-Man. Future Slayers can learn and adapt to Spider-Man's fighting style along with his abilities and eventually there will be a model that even he could not stop."

"I'll be more impressed when I actually see results," said Warren in the driest tone that he could manage but Smythe walked over, before he unveiled the second Spider Slayer. It was much larger than the first model and it looked even more dangerous than the previous Spider Slayer, only instead of black and red, it was grey and blue.

"Spider Slayer Mega Slayer, your orders are as follows. Assimilate data captured from the Black Widow Spider Slayer and use it to contain and capture Spider-Man before returning to base," ordered Smythe.

"Orders understood and data assimilation began, tracking Spider-Man, preparing to locate target right now," said the Spider Slayer Mega Slayer in the same monotone of the Black Widow before it rose up and crawled quickly underneath the raised garage door before it propelled itself off the ground and moved forward, the tracking blip beeping.

" _No one got hurt, sure Flash got a little beat up, but he'll be alright, I mean he's taken worse hits on the Gridiron," thought Spider-Man. "Better make sure no more of those things are out here. The last thing I need is leading it to Aunt May, I don't think I could handle that. Okay, one more go around the city and I can call it a night, hopefully."_

Spider-Man was caught off guard by a laser blast where his webbing was sliced. He spiraled down to earth, in horror, but managed to shoot his webbing onto a flagpole, slowing his fall just enough, before he dropped to the ground awkwardly. Thankfully he did not blow out his knees or shatter any bones but he came face to face with the Spider Slayer Mega Slayer, which was blinking.

"Another one?" gasped Spider-Man as he stepped back, a yellow beam erupted from it, but Peter just barely ducked. The trash can behind him was levitated off the ground, before it was dropped and crushed as easily as a soda can that had just been stomped on.

"Target found, target acquisition in process," declared the Mega Slayer, but Spider-Man swung around, blocking an attempt to grab him.

" _At least I know how to beat these things, overheat them, and this one I can get underneath better," thought Spider-Man as he pointed his web shooters and fired a large wad of webbing but a field of energy appeared around it, repelling the webbing and caused it to splatter to the ground. "What the…"_

The web head had no time to finish that thought, before he back flipped into the air, avoiding another blast. He ducked and dodged, in an attempt to stay just one step ahead of his robotic enemy, but a large net made out of what appeared to be a modified and stronger form of webbing wrapped around Spider-Man. He fell to the ground, squirming and struggling, in an attempt to free himself as a large chain with a hook on the end of it yanked him forward.

"Spider-Man captured, preparing to transport target back to base," declared the Mega Slayer is it dragged its struggling target. The net webbing was rather tight, with no give available whatsoever. Spider-Man attempted to push on it but there was little to no room for him to maneuver out.

" _Got to get free, this thing's lifting off the ground and there's no way out," thought Spider-Man as he felt it lift. "If only I can get my arm loose enough where I can hook onto that truck with a line of webbing, it can pull me one way and I can go the other, just about got it, there I have it, one line of webbing coming up."_

Spider-Man shot his line of webbing as it latched onto the bumper of a semi truck. For a second, he thought that the robot was going to actually pull the truck off the ground, instead of pulling Spider-Man back down. He was given enough time to shoot another line of webbing down, hooking onto the same bumper and it began to pull him, before he was freed in an instant. Spider-Man braced himself, landing on the ground, before he used a jagged rock to free himself. A slow process and immediately, a laser blast nearly connected with his leg.

"Target reacquisition protocols initiated," said the Mega Slayer before Spider-Man flipped onto back of a pick-up truck.

"Dismantling stupid monotone robot attack protocols initiated," mocked Spider-Man as he pried open a tool box to remove a large wrench. Unfortunately, the Mega Slayer was unaffected by his quip, which was the trouble with fighting robots. They never reacted to your mocking one way or another. Spider-Man leapt into the air and swung the wrench, but he was wobbled, dazed and a slight ringing echoed through his ears. "Maybe not the best idea in the world."

One of the robotic arms swung right towards Spider-Man, knocking the web slinger to the ground with a crash. Spider-Man was in pain, but he shrugged everything off before he got to his feet, somehow, someway, as he looked at the Mega Slayer, wondering what he would have to do to defeat this thing.

"Target captured, target capture and contain," declared the Mega Slayer in montone but Spider-Man shot lines of webbing at the legs, in an attempt to tie them together. This did not work, rather they snapped, but he spotted an electrical circuit box nearby. Breathing heavily, Spider-Man leapt over.

"Come on you overgrown tin can, think you can blast me," said Spider-Man and the Mega Slayer, despite obviously not having any way to hear Spider-Man's taunt, did indeed try to blast him. Spider-Man leapt around, causing the electrical circuit box to be blown open. Sparks flew and the Mega Slayer moved forward, but Spider-Man grabbed one of the legs, before he jammed it right into the electrical box.

"Error, error, abort, error, abort," declared the Mega Slayer as it short circuited. "Transferring data right now, prepare for next way."

"Another one," gasped Spider-Man in frustration, as he nearly collapsed from the battering he was taking. To be honest, he had no idea if he could even handle one more round with any of these robots, as he looked to the sky but saw none. He wondered if it was a good idea to go home now, perhaps he should hang around for a bit more.

" _This secret identity thing, yeah, it's starting to become a pain, even more so with robots that can track you down easily and here I was thinking that the IRS were efficient at finding people," thought Spider-Man in desperation, as he turned, before he swung off. He was banged up from his battle with both robots and he shuddered to think what would happen if there was another one yet to come._

"Smythe, my superior is beginning to grow annoyed with your lack of success in obtaining Spider-Man," said Warren over the communication and Smythe just gritted his teeth. The Black Widow, he had fully expected it to be a test run against Spider-Man but the fact that he beat the Mega Slayer was proof that this was not going to be the easy money that he thought it was. "You're saying he short circuited it. How does something like that happen?"

"It will not happen again, right now the third version of the Spider Slayer, the Ultra Slayer is being assimilated with the data obtained from the Mega Slayer and the Black Widow," explained Smythe. "It will be foolproof."

"I don't want to hear empty promises Smythe but rather action," said Warren in a cold, dismissive tone. "The fact is that Dr. Essex is far from a patient man. His research on Spider-Man is required to begin sooner rather than later."

"He'll have his specimen, because on the off chance that the Ultra Slayer is defeated, then I'm going to deploy the final slayer, one that not even an army of Spider-Men could defeat," said Smythe who was getting about as frustrated as Warren was. At first, this was just a means to get some extra income, but now he felt he had to create a robot that would do the job and humiliate Spider-Man. In a way, it had become rather personal between the two. He did not like when he was upstaged and made to look like a common inept fool.

Unfortunately this afternoon was far from over.

A loud humming sound, along with a gust of wind that nearly blew him off of his feet had caused him to step back, eyes widened in horror as he looked at his newest, perhaps most dangerous adversary.

"Oh come on, you have got to be kidding me!" shouted Spider-Man throwing his hands up in frustration as he looked at his newest robot that was the size of a small water tower, with legs and weapons systems. Quickly, Spider-Man swung out of the way, attempting to maneuver it around, but the legs retracted, before a helicopter blade rose out of the top of it. The chopper found its way up to where Spider-Man was before a blue blast was sent right towards the web head.

Another series of blasts but Spider-Man managed to move out the way, until he dropped to the ground. He felt his hand go numb as he dropped to the ground. The Ultra Slayer dropped down to face its adversary.

"Target, contain," declared the Ultra Slayer as its lights scanned Spider-Man, almost as if it was analyzing him but Spider-Man, while barely able to lift his right hand, was able to awkwardly turn his left hand to shoot webbing right at the Spider-Slayer but a blade shot out immediately, slicing it to nothing. Spider-Man turned, watching as a thick cable shoot out, attempting to wrap around his legs, but Spider-Man dodged the attack, with sparks flying everywhere.

Clutching his chest, breathing heavily, Spider-Man tried to book, shoving a dumpster in the way but the Ultra Slayer pulled it up before tossing it to the side like a paper ball.

"Got to get this thing away from civilization," muttered Spider-Man as he swung forward, but the helicopter blade rose up out of the Ultra Slayer. It stalked its target with ruthless efficiently, sending a missile right at him. Spider-Man dodged the attack, but the sonic pulses had weakened him, dropping to his knees. The electrified cable attempted to wrap around the wall crawler once again but Spider-Man flipped over it, before he scaled the building. The Spider Slayer seemed to see that coming, as it blasted oil right onto the wall. Not even his grip could keep him from slipping, before crumpling right to the ground.

" _This thing, it knows everything I do it seems," said Spider-Man as another stun rocket flew right towards him but Spider-Man wrapped his webbing around it before he swung it right towards the robot but the Ultra Slayer was ready. The rocket was blasted with a ray that caused it to vibrate until it crumbled to dust. Spider-Man began to breath heavily as he dropped to a knee, wondering what it would take to defeat such an imposing threat._

The Ultra Slayer turned, before it shot two more stun rockets but Spider-Man pulled himself out of the way. He shot several lines of webbing to barricade his adversary right in the alley way, which sadly was only for seconds, as the Ultra Slayer found its way towards him, before he was blasted right off the ground. Every bit of his body was stunned and the Ultra Slayer hovered off the ground, before he grabbed Spider-Man and the top opened, obviously a place to where it could transport the contained Spider-Man. Spider-Man struggled against the grip of the Ultra Slayer, before he looked at the opening.

" _Maybe I can jam up this one on the inside," thought Spider-Man desperately as he was closer to be captured than he ever thought he would. Desperately, he removed his web shooters and triggered the release pin, before he dropped them down. The webbing exploded, causing the inside of the Ultra Slayer to be clogged up. Spider-Man was dropped down to the ground, still a bit weakened, but the robot was spiraling out of control. With an tricky, but careful maneuver, Spider-Man removed his remaining web cartridges from his belt. He flicked them inside, with the heat generated by the Spider-Slayer causing the webbing within to be released. "Yes, thanks to science."_

Spider-Man dropped to his knees, but suddenly there was a loud whirling sound and a heavy wind that nearly threw him to his back. With wide eyes and a horrified expression on his face, he came face to face with the biggest robot left. Slumped against the wall of the abandoned warehouse, Spider-Man looked, eyes widened. This was the biggest one yet and the most dangerous.

" _Where do people keep getting these things?" thought Spider-Man as a large canon was aimed right towards him and it fired a blue energy beam. The web head just very narrowly avoided being blasted from the impact. The wall was burned right behind him and he leapt up, pointing his arm. "Oh right, I threw my web shooters and all my webbing in that last robot like a complete idiot. In hindsight, that might be my dumbest move ever. Great now Spidey, you've got a big robot and no gimmicks, exactly how are you going to beat this one."_

Spider-Man somersaulted over the robot but a large metal cable with a hook grabbed around him and clamped around him. He tried to pry himself up as he was pulled right towards the robot. IT had none of the vocal commands of the previous models, it was apparent that it learned from how well Spider-Man had utilized its own command declarations against him. Spider-Man was pulled forward, as the Slayer turned, before its legs morphed into rocket thrusters and began rising off of the ground. Spider-Man attempted to pull himself free, but there was no way out. The sounds of sirens could be heard, but the Spider Slayer pointed a blue energy canon, creating a force dome around the cars, preventing anyone from exiting them and giving Spider-Man the help that he needed to escape.

" _After all of this, it ends like this, I can't believe it, this thing is crushing me and it could easily kill me just like that," thought Spider-Man in desperately, as he looked up, before he looked a familiar. "What's she doing here?"_

"Hey you, you overgrown bucket of bolts, put him down!" shouted Kitty from the ground but Spider-Man tried to get free but the Spider Slayer continued to move inch by inch up the ground. She threw a piece of rubble that had been dislodged in the fight up, smashing into the Spider Slayer.

"Kitty, get out of here," managed Spider-Man as he tried to get free but the Spider Slayer had turned its attention to the young mutant. Its eyes blinked, turning towards her before it lowered down. A deadly looking orange light appeared and blasted towards the girl, who screamed, before she went totally intangible, causing it to blow a whole of the wall. "Get out of here before you get blasted into bits!"

"Can't sorry, a certain someone would prefer if you get back in one piece and she would totally kill me if I brought back a mangled corpse," said Kitty as she tried to climb up on the Spider-Slayer, reaching forward, before pulling Spider-Man out but there was a large vibration which caused them to both go solid.

"Don't suppose you can get any back up," said Spider-Man and Kitty shook her head.

"Sorry, everyone was out of the Mansion, I figured I could handle it myself, I did leave a note you know," said Kitty, as Spider-Man dodged the attack.

"Great, whatever, we'll talk about this later, just get me inside that thing so I can try and disable it and do it quickly, it has something that negates your powers," said Spider-Man as he tried to get in position, as the young girl shoved him forward, he was inside the Spider Slayer, as the heat was overwhelming.

"Hurry, I don't know how long I can hold these powers, before passing out," muttered Kitty, as the inside continued to heat up as Peter looked at the controls, it was a complex piece of machinery, one he could not begin to figure out, even when he was not really pressed for time.

"I hope I pull the right wire," muttered Spider-Man suddenly.

"And if you don't?" inquired Kitty in a panicked voice.

"I don't know, but I can guarantee you it won't be pretty," replied Spider-Man as he concentrated. "Now which wire should I pull."

"Red, duh, it's like always red," said Kitty, and Spider-Man hoped that she was right. The heat negated his spider sense and Spider-Man grabbed the wire and for one fleeting, happy second, he thought he was out of the woods.

"Error, foreign obstruction, commence with cleansing and prepare to switch to lethal protocols," declared the Spider Slayer as it began to flash red.

"Oh boy, not good," said Kitty, as she managed to pull them out, before several weapons erupted from the Spider Slayer, pointing rockets at them and there was a countdown timer set to thirty seconds.

"It's going to fire all those things at once unless we find a way to disable it," said Spider-Man as he looked at the Spider Slayer, with a frown.

"Don't you have anything?" asked Kitty.

"Only my camera, I threw my web shooters and my spare webbing into the last one like a complete idiot," responded Spider-Man but he looked at his camera, the only thing he had left in his bag and in a total act of faith, he pressed a button, causing the flash to go off. The Spider Slayer paused, before the weapons were withdrawn, it collapsed to the ground, causing the ground to shake underneath it.

Kitty blinked.

Spider-Man blinked.

The Spider Slayer laid dormant, unmoving, just collapsing after being ready to unload on them with a series of rockets.

"Huh?" asked Kitty in surprise as she watched the robot on the ground, completely immobile and unable to move, as she stepped forward. Casually she tapped on it, but it offered no signs of movement.

"Hello, anyone home," said Spider-Man in absolute shock as he knocked on the robot. He looked from the camera to the robot, back and forth, looking dumbstruck, with a confused look on his face. "You've got to be kidding me!"

"You beat this thing by taking a picture of it?" asked Kitty. "Seriously, really, I mean, no one's not going to believe this when I tell them about it."

"I'm the one who actually won and I don't really believe it," responded Spider-Man in a disbelieving voice, almost expecting the robot to come back to life and blast both himself and Kitty right into bits. "So did you pick up a codename yet?"

"Shadowcat," replied Kitty with a grin as Spider-Man looked at her before he nodded.

"Well, it's better than Marvel Girl," replied Spider-Man which caused Kitty to laugh.

"Don't let Jean hear you talking about her codename like that," said Kitty.

"She's a telepath, if she doesn't already know, that I'm not going to tell her," said Spider-Man as he kicked the Spider Slayer one more time. "Well that was quite the anti climatic victory."

"Yeah tell me about it, if this was in a comic book, I bet you would have people on the Internet within moments talking about how stupid and lame the ending to this fight was," said Kitty with a smile.

"Maybe it's just me, but any ending where I actually remain alive is actually a pretty good one," said Spider-Man as he looked up in the sky, which was completely devoid of any psychotic Spider-Man hating robots.

"Okay, Peter, I concede for once this wasn't your fault that you put yourself in danger," said Gwen but then she frowned. "I'm glad you're fine, more than you can believe."

"I think the greeting you gave me proved that," said Peter with a cheeky grin.

"Someone created these robots, to track you down and they did it," said Gwen. "Someone wants you either killed or captured badly."

"Well, I could start making a list, but we'd be here all day," said Peter.

"Pete, take this seriously," said Gwen in a frustrated voice. "They used technology that was far more advanced than anything that I could think of. That could track you down."

"I know Gwen and believe me, I'm taking this seriously," said Peter as he turned, to look off into the distance as he sat close to Gwen, not really paying as much attention to her as he would have liked. "They can find me again and put everyone else in danger. It's lucky that no one put two and two together."

Gwen remained quiet, she knew what Peter was thinking.

"It's worth the risk for me, Peter and anyone else in my position would agree, or…." Said Gwen trailing off trying to find the right words to express what she was thinking.

"They wouldn't be worthy," muttered Peter.

"Not exactly what I was going for, but close enough," said Gwen thoughtfully grabbing his hand in a comforting manner, as they just sat there, in silence for several minutes.

" _I was lucky to win, it was a technically one in a million flaw that allowed me to beat that final robot, I wouldn't be here talking to Gwen right now if I hadn't been so lucky," thought Peter. "Who wants to find me so badly? I don't know why I get this feeling, but it's something more than your average run of the mill nutjob with powers in a costume. I don't want to bring this up with Gwen, I mean, I put her through enough. I mean how many girls would put up with their boyfriend dressing up in a tacky Halloween costume, swinging around the city playing super hero. Would I be as patient if the situations were reversed? I don't even know."_

"Smythe had four robots and failed," said Warren in an angry voice. "I can't believe we trusted that inept fool to get the job done."

"Actually Miles, he did get the job done," said Essex over the phone carefully. "I never expected him to capture Spider-Man but I do admit he came closer than I would have imagined. Still his Spider Slayers have given me valuable data about Spider-Man. Data that I can use to move my plans forward. Rest assure that Spider-Man or rather his DNA will serve me well. Not to mention certain X-Men may prove to be great areas of interest."

"X-Men?" asked Warren in confusion.

"Just get back to your work Warren and I'll call upon you when I acquire your assistance," said Essex dismissively before adding in a sinister tone of voice. "And believe me it will be all too soon."


	24. And Sinister Was His Name Part One

**And Sinister Was His Name Part One.**

A pair of thieves ran from the school quickly as possible, with their stolen loot. They had managed to make off with several hundred dollars from the cash register and had ran as quickly as they could manage.

"Hurry, to the car and back to the hide out, we'll divide it up there," said one of the hoodlums.

"Yeah, you don't want Spider-Man to catch us," said the second hoodlum, but he opened the door, a line of webbing shot out against the door, before Spider-Man swung around to pull it shut.

"No, I don't think you would want that, but you could never get what you want," said Spider-Man as he jumped down. One of the hoodlums attacked him but the wall crawler dodged the attack, before he nailed the hoodlum right in the chest with a kick. The second thief swung a crowbar but Spider-Man was too quick. He dodged it with ease and the thief charged in again, but he was tripped up. Before they knew it, they were hung upside down from the light post and Spider-Man took a couple of steps back, nodding as the situation was completely wrapped up. A small crowd gathered around to watch. He turned to them, with a bow, which got more than a few laughs and a few cheers. "No need to thank me, just doing my job."

Spider-Man swung off into the distance. It appeared that he might actually make it to school with plenty time to spare. He thanked his lucky stars each and every day that no one dangerous had put together exactly who Spider-Man, well no one except to the Green Goblin that was but from what Harry told him, Norman was still safely locked in a mental institution and had not remembered one second of his time as the Green Goblin. That was more than fine with Peter and he dodged quite the bullet there.

Still the fear was always in the back of his head that his status as Spider-Man could put those close to him in danger.

The news media had caught Spider-Man's little morning exploits and a figure in the shadows had watched, with Miles Warren.

"Just think Dr. Essex, all of his extraordinary abilities were off of our work," said Warren. "Imagine what we could do with an army of Spider-Men…"

"Please don't flatter yourself Warren, your work would have amounted to nothing had it not been for my help and technically it's my work, you have barely added to my overall plan for evolution," said Essex coldly.

"Countless hours and long weekends and I've barely added anything!" challenged Warren but Essex just laughed at his bold, but foolish attempt to challenge him.

"Please, you have no idea how insignificant that your meager contribution is," stated Essex. "Still you do raise one point, the fact remains that Spider-Man has been given great abilities that we can utilized. Out of some strange sense of honor and morality, he has held back in his powers. But there are many unanswered questions. From what little I'm able to find out about Spider-Man, I know enough that there are questions that must be answered and I plan on answering them by any means necessary."

Warren could have sworn he felt a chill in the room as Essex made this proclamation.

"Meeting today," said Harry but he looked in a cheerful mood as if nothing could get him down. Perhaps it was just Peter, but he would not be looking forward to a board meeting of all things.

"What is it about this time?" asked Gwen.

"Oh, nothing big, just a bunch of environmentalists got their shirts all in a bunch because Oscorp dumped chemicals in the ocean," said Harry. "Some family sued us even, because their daughter got sick and lost her hearing from playing near the contaminated water."

"That sounds serious," said Peter having heard about the scandal Oscorp went through though the Bugle and how it would cost the company millions but Harry just shrugged.

"Not much of my problem, I just have to sit in, be the figure head, I mean it sucks to be the little girl and her family, but hey, it's not like I did it and it wouldn't have been the only time that Dad was careless about chemicals," said Harry with a shrug and this brought up another point to Peter that he was thinking about earlier.

"Any word on how your dad is recovering?" asked Peter curiously.

"Nothing, more of the same, he refuses to cooperate with anyone, he barely talks," said Harry. "I'm sure if he really wanted to get out, he would, but the goblin formula must have done a number on his brain."

The horn of a limo could be heard from the drive outside of the school.

"Got to go, hey, maybe later tonight, you two can meet with Liz and me, for dinner," said Harry brightly before he paused and looked at Peter. "That is unless you're not busy at the Bugle again…"

"I'm sure if nothing comes up, we can join you," said Gwen.

"Yeah it might be fun," replied Peter.

"Right, cool, got to get going," said Harry as he quickly moved off, as he nearly knocked over a couple of hapless bystanders on his way out.

"Harry seems to be in a good mood lately, a bit too good to be honest," said Peter. "It's scary almost."

"Well maybe it's because he doesn't have to deal with his father," said Gwen with a shrug of her shoulders.

"No kidding, Norman Osborn gives me the creeps and that's even not when he's goblined up," said a voice which caused Gwen and Peter to jump and suddenly Kitty had just stepped out from behind them.

"Must you phase out of the wall behind us like that," muttered Peter. "You nearly scared me half to death."

"Sorry, everything was so crowded, it would be shorter now and I need to be home for Danger Room practice," said Kitty with s shudder as she remembered the last practice and considering it wasn't up to Logan's high standards, they were in fact having a second one. "Don't worry no one saw me…at least I don't think they did."

"Well let's hope that's the case," said Peter with a sigh. That would be a hard one to explain and he just had the strangest feeling that Wolverine would blame him for Kitty inadvertently blowing the entire mutant secrecy thing for some reason.

"Well wouldn't people be freaking out if they saw me?" asked Kitty.

"She's got you there, Peter," said Gwen.

"Parker," grunted the voice of Logan, also known as Wolverine which caused Peter to turn around in surprise, moving away from Gwen to see what Wolverine had wanted. Kitty moved over as well, looking equally curious at what Logan had wanted. "Over here, I want a word with you, in private, away from prying ears and eyes."

Gwen opened her mouth to say something.

"It's okay Gwen, I better see what he wants," said Peter as he moved over. A look from Logan had caused Kitty to back up. Logan looked at Peter. "What's up?"

"What's up is that Xavier got a letter regarding your codename, that has the Professor in a strange mood, I've never seen him like this in all the time I've know him," grunted Logan as he looked at Peter. "He's shut himself up in his study, he barely talked to anyone all day. The only thing he did was to tell me to give you this message and I don't like playing messenger boy so I'm going to make this brief. Get in your costume and swing on to the Mansion right away. Xavier wants to meet you about this, it's urgent. Got that Parker?"

"Yeah, I got that," said Peter as Gwen looked at him with a curious expression on her face but Peter just shrugged and mouthed "got to take care of this, might be late, hopefully talk to you later" before he ran off to don the outside of Spider-Man.

Spider-Man raised his hand to knock on the door of the study but the door was opened.

"Come in Spider-Man, I was expecting you," said Xavier who turned around in his wheelchair, offering a seat to Spider-Man who took it immediately. "Logan told you that I received a letter regarding you or rather your unique origins. Perhaps it is best for you to read this letter so you can understand out serious this situation is."

Spider-Man reached forward to take the letter and unfolded the piece of paper to read it.

"Xavier, send this message to Spider-Man and let him know that his powers belong to me," read Spider-Man. "The genetic experiment that created the spider that bit him and gave him his powers was commissioned and funded by me. Therefore, he has stolen his abilities from my research and I intend to take them back one way or another. Tell him that there is no way he could hide. Dr. Nathaniel Essex."

Spider-Man put down the letter, to digest the contents of it. It was not too difficult to piece everything together at this point.

"He tried to collect me once before already, with those robots," said Spider-Man as it struck him suddenly. "And now he's going to try it again, but if he knows how I got my powers, that means he must know exactly who I am."

Xavier looked thoughtful for a brief moment before he decided to respond.

"Not necessarily and Nathaniel Essex will no doubt be more interested your DNA, than who you are," responded Xavier and Spider-Man looked at him with a curious, yet startled look. "Perhaps it is best if I tell you who Essex is and the danger he poses to you. Nathaniel Essex was one of the greatest genetic experts of the nineteenth century. In fact, he was in line for several scientific awards his research contributed to curing several diseases in his day. That was until he went mad and decided to turn his research towards more unethical matters."

"Wait a minute, of the nineteenth century?" asked Spider-Man startled as his eyes widened in awe. "That means if this Essex guy is still alive, he has to be what, almost two hundred years old?"

"Perhaps even older, no one is certain of his age," inputted Xavier. "The fact remains he wanted to take the evolution of humanity to its ultimate stage. He wished to eliminate the weak where only the strong and powerful would survive. He conducted radical, even for this time, experiments on humans. Unfortunately, willing test subjects were not forth coming. So it goes without saying that Essex managed to gain test subjects through a variety of underhanded means. Blackmail, extortion, cutting deals with corrupt government officials in England and other European countries, and just kidnapping hopeless people off the street. Essex became more and more obsessed in proving his theories, to a point where he tested chemicals on himself. He sought immorality and achieved it, but in a twisted form."

"What do you mean by that, Professor Xavier?" asked Spider-Man.

"His mind was warped, his skin became chalk white, red eyes, fanged teeth, deformed clawed hands and feet, he could not even walk the streets without causing a panic and many rioted, discovering Essex's lab, burning it and much of his research to the ground," said Xavier. "Many thought Essex had perished, but given the fact that there is now distinct evidence that he remains alive to this day in your hand."

"And he's still experimenting, those spiders, but they were done by Miles Warren," said Spider-Man in confusion. "So how can…"

"Warren was merely an intermediary to the outside world, Essex could scarcely show his face in public, there must have been other scientists that has worked for him over the decades, but they are mere puppets and serve as only a means to collect data from the outside world where Nathaniel Essex can scarcely venture," said Professor Xavier. "Nathaniel Essex has had a chance to become much more than human or mutant in the century and a half that he went underground."

Spider-Man just nodded, he got that Essex was dangerous and rather deranged, but suddenly alarms went off around the mansion. The windows around the student began to snap shut with metal. Xavier rolled forward to investigate the disturbance.

"Professor!" shouted Cyclops in a loud voice, shocked that the security of the Mansion, had been somehow breached. "We have a breach of some kind!"

"At least a half of a dozen mutant energy signatures have been detected by our outer defenses," added Beast in a calm voice, in an attempt to maintain a level head "And none of them look rather too friendly."

"Stand by and prepare to defend the mansion and wait for my orders," said Xavier as Spider-Man got to his feet, but Xavier waved his hand. "So Spider-Man, I detect the presence of a dangerous and quite advanced mutant. It can only be Essex and the letter that he sent was on the express purpose of trapping you here."

"All the more reason for me to fight," said Spider-Man."If Essex is after me than I have to fight…"

"Professor, I've activated the defense parameters for the mansion but they don't seem to be working!" called Marvel Girl in frustration.

"Jean, stand back, I'll be there momentarily, try and hold off the intruders, whoever they are," said Professor Xavier as he turned but he paused, sensing the sounds of combat and several loud grunts. The next thing he saw along with Spider-Man was Wolverine and Sabertooth crashing right through the wooden door, brawling. Xavier was just looked at them, not deterred, almost as if this was a common occurrence that he saw dozens of times before.

"Thought you with Magneto, Sabertooth," grunted Wolverine as he tried to push his head back in an attempt to snap his neck but Sabertooth blocked, before Wolverine was knocked backwards right to the ground. Sabertooth stepped forward and grabbed Wolverine around the throat, as the two mutants struggled against each other.

"That bucket headed chump left me for dead, but this guy, he lets me hurt people, spill their blood and the fact I got to tangle with you is just an added bonus, runt," said Sabertooth as he shoved Wolverine into the wall and attempted to smash him but Wolverine blocked the attack with his claws. Spider-Man leapt up, somersaulting right towards Sabertooth and catching him right with the both of the feet in the back. Sabertooth was staggered, before he turned around. "Ah you, the boss wants you, breaking Wolverine in half will have to wait."

"Sorry to disappoint you, but I won't be that easy," said Spider-Man as he shot webbing right into the eyes of the mutant, who staggered, but it allowed Wolverine to spring up, poised for the attack. A slash with his claws and Sabertooth was knocked right backwards into the metal over the windows, before Wolverine smashed his foe's head right into the metal. A punch and Sabertooth was knocked for a loop. Another punch and Sabertooth was temporarily put out of commission.

"You seem to be popular today," grunted Wolverine as he looked at Spider-Man before he turned towards Xavier. "A new group of mutants have gotten together, they're saying that they've wanted to claim the kid for some guy named Sinister."

"Sinister?" asked Xavier but something clicked in his head. It had made perfect sense, it was a wonder that he did not connect the dots before but there would be time for theory later."Then this is more grave then had realized. Stay alert both of you. As much as I hate to put you in danger, Spider-Man, the others need your help."

"No problem Professor, I'm on it," replied Spider-Man, as he walked with Wolverine, as the two moved forward, with the sounds of combat in the hallway. The X-Men were in a battle of the lifetime with a group of nasty looking and foul tempered mutants in dressed in black. Iceman slid down the ice slide but a young man known as Harpoon moved forward, holding a spear in his hand, charging it with his mutant power before he threw it right at the ice. It exploded into bits, sending the ice everywhere, before he leapt up, and smacked the wooden part of the charged spear right over the back of Iceman.

Marvel Girl lifted a table into the air with her telekinesis but a female mutant with green hair named Vertigo released a super sonic scream, causing her concentration to break and to drop to the ground. Beast moved forward, grabbing Vertigo from behind and placed his hand over her mouth. Vertigo struggled as she was promptly silenced.

"I'll believe we'll have none of that," replied Beast as Vertigo tried to struggle, before Beast ran up the walls, with the woman upside down but another mutant, by the name of Riptide spun around at a high speed, generating winds, which caused Cyclops, Marvel Girl, and Shadowcat to be knocked off balance, but Spider-Man shot a line of webbing around the mutant, wrapping it around him. Riptide struggled but was unable to spin for the moment, as he had been trapped.

"Okay, I don't know who you people are, but I'm pretty sure that breaking and entering in a private property is forbidden, even for mutants," said Spider-Man but Riptide spun around, causing Spider-Man's webbing to snap and causing the web head to land on the ground with a thud, as Harpoon rushed in, throwing an exploding spear right at him but Spider-Man used his expert agility to dodge the attack. Another mutant, named Arclight, stepped in, waving her arms and sending a shockwave attack, knocking Spider-Man off of his feet.

"The boss wants Spider-Man, do whatever with the rest," said Archlight, as Spider-Man swung out of the way. Iceman struggled to his feet, before sending a blast of ice but the shockwaves had caused the ice to fly right back at him. Iceman was knocked right off of his back and caught right with another shockwave, but Wolverine leapt in, claws drawn, but Vertigo knocked him off balance with a sonic scream. Wolverine tried to push himself up but another sonic scream and he was further taken down.

"Not going to defeat us that easily, bub," said Wolverine as he struggled back up for a second time, staggered, dizzied, but while the other X-Men had been knocked off of their feet, along with Spider-Man, Wolverine continued to press on. Professor Xavier wheeled in using his physic abilities.

" _You will no longer continue to attack our team, you will decease this at once," said Xavier, but Vertigo was not willing to be pacified, instead letting out another sonic scream._

"Here, the boss gave us this, send to release it to knock these chumps out!" said Harpoon sadistically as he released a grenade, which blew up, sending a blast of energy right towards the X-Men. Professor Xavier dropped to the ground, clutching his head in agony. Marvel Girl looked dizzied, but barely managed to put up a physic shield, protecting her and Cyclops but she did not have the power to increase it, as Spider-Man, Wolverine, Shadowcat, Iceman, Beast, and Xavier had all been rendered unconscious. Archlight and Riptide grabbed Spider-Man by his arms.

"Let's go, we have the Spider-Man," said Archlight in a triumphant voice. "The boss will be pleased with us, he has big plans for him."

Spider-Man groggily opened his eyes, before looking around. He was in a dark room that appeared devoid of all human life, at least the friendly sort and it was musty, cold, damp and there was just something about it that sent shivers down his spine.

" _Okay Spidey, here's the million dollar question," thought Spider-Man as he found himself strapped to a table. "How did you end up in a place that looks out of a 1950s horror movie? Don't tell me Mysterio's taken another crack at directing."_

"Excellent, you're awake," said a soft, deadly sounding voice as Spider-Man attempted to pull himself free but found that attempt quite futile. "I would not attempt to free myself, it would eliminate what little strength you've had. I have used a chemical on you that will eliminate your Spider Strength. As for any other side effects, well I guess you and I will both have fun figuring that out. Well I'll have fun figuring out what happens, I can't say you will."

The man laughed at his own cruel joke as Spider-Man collapsed. This man, whoever he was, was right, his Spider Strength had been completely eliminated. He had been drugged and now he could not free himself. He could squirm all night long but until this chemical wore off there would be nothing.

"I'm sure Xavier has told you all about me, I hope I spooked him with that letter I sent," said the mystery man, hidden in the shadows, as Spider-Man was unable to get a close look at his face from his position. "I bet he hoped that I was long gone, as my experiments accounted for many of the mutants that exist in this world today but it is only a small step in the ultimate evolution of this world."

"Dr. Essex, I presume," said Spider-Man weakly as he attempted to pull himself free even though it was no good. It was instinct.

"Indeed Spider-Man and you've been very naughty," said Essex in an accusing manner. "Stealing genetic material without permission, you see while Miles Warren had conducted the experiments, it was based off of my research. That one spider bite turned you into the web slinging do-gooder that you are today but I'm curious to exactly why you're still breathing. Because the genetic material in that spider was meant to kill a normal Homo-sapien had it been interjected into them. Well alone it was harmless, but combined with the DNA of the specimens, it was quite deadly indeed."

"Wait a minute, if that was the case, then how did I survive?" asked Spider-Man, the most morbid of curiosity getting the better of him.

"That is a question that you or rather your DNA will answer in do time," responded Essex coldly. "Once I find that out, once you're picked apart one strand at a time, your DNA will be harvested for future reference. I can gain years of research studying what I'm going to gain from you, it's a pity that you may only have hours to live once I get to work."

"You mean you're going to dissect me alive!" shouted Spider-Man in horror, losing his cool and he was beginning to panic. "That's…that's…that's….sinister."

"Mr. Sinister to you, Spider-Man," said Essex or rather Mr. Sinister with a twisted grin and a chilling voice, devoid of all warmth whatsoever, as he stepped out of the shadows to allow Spider-Man to see him for the first time. What he saw caused his blood to run completely cold.

Xavier's description did not do him any justice, his genetic experiments had given him extended life, but it had warped his looks and perhaps his sanity. Unfortunately, he was both completely insane and a genius as well, a rather powerful combination.

And Spider-Man doubted that he could have been in a more perilous situation. How was he going to get out of this one?


	25. And Sinister Was His Name Part Two

**Chapter Twenty Five: And Sinister Was His Name Part Two**

Marvel Girl opened her eyes groggily. It took her about a moment to recollect her thoughts, before she pulled herself to her feet. She watched, as Cyclops was stirring slightly, but the other members of the X-Men had been rendered unconscious. She sensed that someone was there, but no one was responding. Even Professor Xavier had been knocked unconscious.

"Jean?" muttered Cyclops groggily. "Those mutants…attack…is everyone alright?"

"No, knocked out, all of them, except for us, I guess my mental shield worked but the Professor's didn't," responded Marvel Girl, as she was confused at how this could be. Her telepathy was far less advanced than Professor Xavier's but yet there he was, unconscious and she was still in one piece. In concentration, she tried to get though but it was a futile effort. "I can't reach them, only enough to know that they're still alive, only mentally stunned, if that's possible."

"So then everyone is present then accounted for, just unconscious," said Cyclops weakly, attempting to verify the situation and Jean nodded, but suddenly her eyes darted around, seeing that one person was missing.

"Except for Spider-Man," replied Marvel Girl. "Gone, they must have kidnapped him when we were indisposed but there might be one person who could tell us exactly where they've take him."

Cyclops turned around and saw a battered Sabertooth move right towards Wolverine, in an attempt to put the finishing touches on his unconscious foe. Quickly, Cyclops unleashed an optic blast, sending Sabertooth back from his teammate. The blow was enough to disable Sabertooth for a second but Marvel Girl stepped in. Sabertooth was off the ground, just a few inches, because of the telekinesis.

"Where is Spider-Man?" demanded Cyclops forcefully. "Who are you working for?"

Sabertooth just responded with a loud sadistic round of laughter.

"Please you little wimp, like I'd tell you my secrets," said Sabertooth. "You two aren't going to be do nothing to me, with Xavier and Wolverine knocked out, they're the only two who could control me for long. Besides, it's not like you can hurt me, I have a healing factor just like the runt on the floor and he's the only one who could even put a dent in me, if he had the guts to that is and if he did have guts, I'd just tear them out."

"He's right," said Cyclops as Marvel Girl just looked at Sabertooth, going through all the options, which were very few. They could hold off Sabertooth until the Professor woke up and tried to gain some information as to the whereabouts of Spider-Man but that could take time, time that they did not have. "Now what do we do?"

"I was kind of hoping you would have a suggestion, Scott," said Marvel Girl in a defeated voice, before she decided to take the only situation. "Well, I guess I'm going to have to try reading his mind.""Didn't the Professor say that his mind was even more screwed up than Logan's?" asked Cyclops.

"Yes, my mind is more complex and twisted than the runt's, you won't be the same if you step in, girlie," said Sabertooth with a snarl. "You don't even have the powers, not like that pathetic old man Xavier could even delve into my mind without getting a headache. You're soft and weak and once you let your guard down, I'll mangle that pretty little face and…"

Sabertooth was cut off, as Jean tried to get into his mind with all the concentration she could muster. She meant nothing but a shredded patchwork of unconnected and sometimes vague memories, and that was not even seeing the giant blank spots darker than the blackest nights that someone appeared to not have wanted Sabertooth or anyone reading his mind to access.

It was getting very late and perhaps it was just her, but Gwen was getting rather worried. Several hours earlier, Wolverine had taken Peter to the X-Mansion on a matter of grave importance and there had been no word back from Peter then. She tried to call both Peter's cell and his Aunt May at home, but no answer on either end and she found herself making her way towards Peter's house, in a panicked, hurried manner. In the back of her mind, despite mostly accepting her boyfriend's other identity, she did have a tendency to dread something bad happening. Peter had pulled himself through some rather tight scraps and lived to fight another day.

Something told her, a feeling in the back of her mind, that nothing was right. Perhaps she was being paranoid, but better to be safe and sorry.

" _No one's home," thought Gwen in a panicked manner. "Now I know something's wrong. Well you don't be a Police Captain's daughter without knowing a few tricks. Maybe the GPS on Peter's cell phone…seems like an invasion of privacy, but if he's in trouble, I have to try something."_

Jean stepped back, her temples throbbing, as Cyclops moved forward.

"Anything?" asked Cyclops.

"Not much I'm afraid, just a bunch of vague memories that I can't even figure out how they make sense and just a lot of darkness," said Marvel Girl before she added as an afterthought. "And the name Sinister kept popping up on occasion, it was about the only clear thing. I can't get anything other than that, I managed to knock him out, it should last long enough for us to figure out what to do. I wish I could've delved deeper, but I would have lobotomized him."

"Not that I wouldn't blame you," said Cyclops but Marvel Girl just gave him a slightly disapproving look.

"Knowing his state of mind, he may have been even harder to control, someone tampered with his mind before, many times over" said Marvel Girl but she screwed her eyes shut, trying to make sense of what she saw in Sabertooth's head. The word Sinister and several vague images, she was certain if she had just one piece of information to tie it together, basically needing a miracle. She dropped Sabertooth, who had been put to sleep and was brought out of her state of trying to piece this entire mess together by the ringing of Kitty's cell phone. At first, it did not seem to pressing to pick it up but when she saw who was calling she quickly picked it up.

"Hello, Kitty?" asked Gwen

"No Gwen, it's Jean, there's been a bit of a situation here, regarding…Kitty being knocked out and Spider-Man being captured by someone," said Jean and she could almost here Gwen taking a deep breath and the phone shake on her. "Don't worry, Scott and I have it under control and we're working to get him back, just hold tight and don't worry, we won't let him get hurt."

"You have no idea where Peter is, do you?" asked Gwen in a forced calm voice, she did not really need telepathy to figure that part out. "Good thing I might have figured something out. I can't be sure exactly where he is, but he's somewhere off the coast, on a remote island. Exactly where, I don't know."

"I know where he is exactly now, thanks Gwen," said Jean before she frowned. "How exactly did you…"

"GPS on his cell phone," said Gwen quickly and Jean looked dumbstruck at having not figured out to take that simple step. "Please bring him back safely, wherever he is."

"I will, don't worry," said Jean, but she wished the entire team could have gone on this mission, as those mutants that attacked him had handily defeated the X-Men and while she had no clue who this Sinister guy was, he seemed like bad news if someone like Sabertooth worked for him. "Get to the Blackbird, Scott, we need to leave now."

"Now?" asked Cyclops.

"Yes, because if we wait until the Professor and the others wake up, we will be too late, much too late."

Spider-Man saw the face of Sinister in the shadows, as Sinister took one step forward. With one tug, the warped geneticist casually removed Spider-Man's mask, causing Peter to flinch in pain, Sinister seemed rather unimpressed by the face that stared out in front of him.

"Just a child getting the luckiest break of his life by getting phenomenal superhuman powers," said Sinister icily as he walked over, to get the baseline DNA results that he could get without any deep cutting. "Impressive Spider-Man and quite a scientific paradox. Your DNA is remarkable and completely unique, even without the genetic material that the spider introduced into you."

Peter suddenly looked up, morbid curiosity getting the better of him.

"What can you tell me about your parents, Spider-Man?" asked Sinister.

"Not that it's any of your business, but they died when I was young, I wouldn't know that much about them," said Peter through gritted teeth.

"A pity, but I doubt they were mutants, your DNA tells me as much, but perhaps they were subjected to some type of genetic manipulation, done quite poorly I might add," said Sinister as he looked at the results, analyzing the data, checking over calculations. "Not quite an X-Gene that caused you to survive the introduction, because you would be far more powerful but it's something similar. Something quite intriguing that is going to accelerate my final work to its fullest extent. You see, Spider-Man, humans like you will be the norm once I've finished weeding out the weak. The strong will survive and the world will be reshaped into something more suited for the future health of evolution."

Sinister paused for a scant few seconds, before he walked over to a covered tray and placed his hands on a cloth.

"But enough small talk, Spider-Man, it's time to get to work," said Sinister as he slowly pulled the cloth off, revealing a number of surgical tools. "Time to see what your DNA can truly tell us, I barely scratched the surface so time to cut beneath the surface and find out what exactly makes Spider-Man, Spider-Man."

Sinister reached over and picked up a surgical saw, a twisted grin appearing on face and Spider-Man looked up, as Sinister approached him.

"Uh, hate to break this to you, Dr. Essex, but I'm sure this isn't covered under my medical insurance," said Spider-Man but his usual quipping was rather forced and did not nearly have the same effect as it would under normal circumstances.

"Ah yes Spider-Man, I do admire your attempt to try and find some humor in this situation, but I can assure you I am not one of your little villains who gets a costume and some moderate degree of power, gaining the foolish notion that he is actually something," said Sinister as his red eyes glistened maliciously in the distance. Peter Parker's palms were sweating, his heart was thumping, and Sinister's appearance added to the horror. He tried to thrash violently, in an attempt to free himself from his restraints but it was about his useless as he expected. "Oh and I feel as if I'm obligated to mention this, but this may hurt at first. Don't fret though young Spider-Man, the pain will be over, once you've bled enough."

" _I have to get out, free myself, that blade, I can see that steel it won't be long before its slicing through my skin," thought Peter as his palms were completely soaked with sweat and he could feel his heart thumping against his chest. "He's drawing it out, making me suffer, just because he can, it's not like I can stop me."_

A sound of fighting could be heard from outside and Sinister paused long enough, to see Harpoon of the Marauders flying right through the doorway of the lab. Another optic blast had backed of off the mutant, as Archlight went flying down to the ground. Sinister just turned away from Spider-Man, with a calm, nearly bored expression on his face, as he could hear his Marauders being picked apart outside.

"Right on schedule," muttered Sinister triumphantly as he saw Vertigo drop to the ground outside the hallway and Marvel Girl and Cyclops step into the room.

"Let me guess, Sinister!" shouted Cyclops.

"Bravo, boy, I see you are remotely intelligent, in addition to power, that's an attractive combination for one's genetic material," said Sinister calmly but he stepped right next to Spider-Man. "I'll not let you embarrass yourselves by boisterous talk about you being so good that you found me or you fought off my abilities to knock you unconscious, when in fact I allowed you to remain conscious and let that foolish brute Sabertooth there with a clue that Miss Grey would be able to put together and I am pleased to think that my plans had worked."

"You mean you planned this?" demanded Cyclops as he would have used his optic blasts on Sinister, had he not been standing right in front of Spider-Man. Had Sinister moved, Spider-Man would be seriously hurt.

"We walked straight into a trap," said Marvel Girl in a horrified tone of voice.

"Of course you did, you foolish children" said Sinister mockingly as he flicked a black orb that suddenly bombarded both mutants and caused them to collapse to the ground, severe, deliberating headaches caused by their mutant powers being forced within them. Sinister walked forward, they were both paralyzed and with little effort, he placed them both on surgical tables, before slapping bracelets around their wrists. "I'll have to thank Professor Warren for these mutant power nullifying cuffs, they will block your powers. He can really be a devious little jackal sometimes."

Sinister chuckled but he stopped when he saw that Jean Grey was trying to fight the powers of the mutant power suppressers and much to his astonishment, her powers were nearly potent enough to override such technology, but naturally he had plans. With a press of a button, she was shocked with a nearly lethal amount of electricity, that would in fact kill a normal human but was quite unpleasant for even the most powerful mutant. Jean screamed loudly, blood curdling screams as her body was racked with pain.

"JEAN!" shouted Cyclops in a horrified voice. "STOP IT YOU MONSTER! YOU'RE HURTING HER!"

"I am aware of that, Mr. Summers," said Sinister in a voice completely devoid of any sympathy but despite the horrifying screams that he heard, Peter managed to get his wits to himself long enough to realize that for the moment, Sinister's attention was elsewhere, away from him and perhaps if he had timed this just right, he could free himself. "She was being disobedient and needed to learn her proper place."

The loud screams stopped as Sinister held the remote in his hand.

"I bet you would like nothing better than to blow me to bits right now, Mr. Summers but those bracelets completely block out your powers," said Sinister, as he casually took off the visor from over Cyclops's eyes and sure enough, the mutant could open his eyes, without blasting everything around him. He felt rather weak and sick and that part was done by design.

"I'll make you pay for this, when I get out of here!" yelled Cyclops.

"Ah how touching," said Sinister in the most un-sincere voice imaginable but Peter managed to shift the operating table he was on just enough. He saw a torch on the table of surgical tools and if he remembered right, given the proper temperature, he could melt the restraints and free himself and once he did, he would have only one shot to get that remote control away from Sinister. He caught Cyclops's eye who responded with a scowl. "That's right boy, no matter what I do to Jean right here, you can just sit there and watch and like it because I can do anything I want and you are both powerless to stop me."

Peter managed to grab the blowtorch but at that moment, Sinister turned around. Quickly, on an instant, he turned the blowtorch right at Sinister's face, causing the crazed scientist to be burned temporarily and that allowed him enough time to free himself. With a dive, he went for Sinister but Sinister caught him, before flinging the wall crawler right into a metal cabinet. He landed hard before he slumped to the ground and Sinister walked over, putting his foot on Peter's chest and forcing the hero to the ground.

"Quite pathetic for something that was created off of my research, I bet you thought you were going to take me by surprise and grab this remote to free your little friends," said Sinister, taunting Peter by waving the remote in his face, while applying more pressure with his own foot, grinding it right in his chest. "You thought wrong, because compared to me, your powers are that of an insect compared to a God. Or rather in your case, an arachnid compared to a god."

"You think an awful lot of yourself, Essex, but still, you've preyed to some of the same mistakes…" said Peter, as he attempted to push Sinister's foot off and managed to slide underneath but Sinister just waved his hand and a telekinetic blast knocked the wall crawler backwards, causing him to crash down to the ground.

Peter shakily rose up and another one caught him flush right in the chest and he found himself right back on the same operating table that he just freed himself. Sinister picked up the surgical saw and prepared to pick up right where he left off before he was interrupted.

At the last second, Peter managed to block the handle of the saw. The blade was spinning, just mere centimeters away from his chest. Any closer and he would be sliced right open but he placed his legs underneath Sinister and managed to kick him off. Sinister staggered back and Peter dodged the saw being swung at him. Landing right on his feet, Peter stood right against Sinister.

"Impossible, there should be no way you should have regained your full strength this soon," said Sinister, saying it more out of making a scientific observation, than showing any anger and he was quite content with picking apart the carcass later to find out why this had happened. Two attacks were narrowly avoided.

"I recover a lot quicker than I look, Essex," said Peter, as he leapt up but this proved to be quite the cardinal error as Sinister grabbed him by the ankles and swung him, sending him flying right onto a nearby table. Sinister waved his hand and Peter was flung off the table. He held his arms out instinctively but remembered he had no web shooters and he was nailed flush in the chest. He could feel the pain.

"At your full power, you still aren't enough to beat me, Spider-Man," taunted Sinister, but Peter was not done yet. Peter Parker was many things but a quitter he was not and he bounced back up to his feet and dove right towards Sinister. Sinister flung his adversary off, but reaching forward, he grabbed onto the remote control device and smashed it right on the ground. "You fool, what have you done?"

"SPIDER-MAN WATCH OUT!" shouted Cyclops and Peter realized what he done, as the blasts from Cyclops's eyes came back at full power now that the mutant power suppressors were nullified. Sinister managed to put up some kind of shield to block it, and Peter threw himself behind a metal cabinet, as Marvel Girl released herself, still very weakened, as Cyclops screwed his eyes shut.

Sinister was up as both of the mutants were freed and Spider-Man was had now pulled his mask on. Cyclops took a step forward and released a high impact optic blast right towards Sinister but he was too crafty and avoided it.

Rather, Sinister waved forward and his followers stepped in right in front of him.

"Marauders, you can eliminate them right now, I have sufficient genetic material from all three of them," ordered Sinister calmly, as he moved forward. Marvel Girl attempted to stop him but Sinister was ready, repelling her powers back at her somehow. Vertigo unleashed her powers, causing the three to be caught off guard and dizzy, as Sinister slipped something in a briefcase before he bolted.

"I don't think you can see it, but your boss just ran off and if we defeat you, I doubt he's coming back," said Spider-Man as he tried to fight his way, just barely able to avoid a charged harpoon from harpoon that blew up the ground.

"The thing is that we don't plan on losing to you, Spider-Man," said Harpoon as he threw two more of his charged weapons, with Cyclops managing to fight through enough of Vertigo's attack and knocked the weapons, rendering them to dust. Spider-Man scaled the wall, avoiding the spinning attacks of Riptide, before he jumped up the mutant, covering his eyes, as the battle raged on around him.

"You'll lose your lunch, before I lose this fight!" shouted Riptide but no matter how much he tried to throw off Spider-Man, the wall crawler held on with all of his might and no matter what, he was not flung off, not even for a second. Rather, Riptide had eventually spun right into a wall, knocking himself off, as Archlight, grabbed Cyclops and threw him to the ground, but Jean lifted the powerful mutant off the ground and Spider-Man spotted his web shooters and several web cartridges lying on a table of notes.

Quickly, the web slinger took them, as Vertigo stepped forward, to release her attacks, but Spider-Man webbed her mouth shut, before webbing her arms and legs together and without another word, she was rendered unable to use her mutant powers.

Archlight was disposed off, but Harpoon was still fighting, having knocked Cyclops off balance. He threw another one of his charged harpoons, blowing up the ground beneath Marvel Girl, but he faced off against Spider-Man.

"Ready to dance, wall crawler?" asked Harpoon menacingly.

"Bring it," said Spider-Man without a beat as he circled Harpoon. Harpoon aimed right at Spider-Man and flung one of his super charged harpoons, but with a fluid and expert movement, Spider-Man shot a line of webbing around the super charged harpoon and flicked it back, causing the weapon to blow up the ground right underneath Harpoon and send the mutant flying right into the air. Webbing him up, he caused Harpoon to struggle but he was quickly put down.

"Is that all of them?" asked Cyclops, adopting a business like tone of voice.

"I believe so," said Marvel Girl and Spider-Man looked at them, before he nodded in confirmation, Riptide, Harpoon, Vertigo, and Archlight had been wrapped up, to be most likely sent to the same mutant containment facility that the Brotherhood was. "But Sinister, he got away with something."

"Genetic samples I heard," said Spider-Man and the two mutants. "He managed to steal something from you two as well, I know he got some samples from me and if you two hadn't shown up when you had…well let's just say it wouldn't be pretty. Don't worry, I'll be alright…I've been through worse."

" _Although off the top of the head, I can't think of anything and come to think of it, this was the tightest spot I've been in," thought Spider-Man still rather shaken from the ordeal but he quickly tried not to think about it, especially considering broadcasting his thoughts would make it very hard to fool a telepath._

"Professor Xavier," said Marvel Girl suddenly, causing Spider-Man and Cyclops to jump. "Yes, he wants us back immediately, now that I've explained everything to him, including you Spider-Man, he fears that Sinister might have done something to you, he'll explain more when we get there, everyone's awake, safe, Logan's brooding about being knocked out and not being able to fight."

"That figures," said Cyclops but he turned, with the three making their way back to the Blackbird to return to the X-Mansion.

"PETER!" shouted Gwen in surprise as she jumped off the front step and rushed towards Peter, embracing him. "Thank God, you got out alive!"

"Yes, thankfully," muttered Peter, as Gwen stepped back to give him room to breath. She looked at him with shock. He had a completely haunted look on his face.

"Peter, something happened to you," said Gwen but Peter just looked at her. "What?"

"Nothing Gwen," said Peter quickly, not wanting to drag her into this. Not tonight. "I'm fine."

"Well you seem to be doing a pretty good impression of someone who is most certainly not fine," answered Gwen but Peter just turned his back on her and moved her way to the door.

"Why don't you go, Gwen, it's getting late," remarked Peter in a rather chilly tone that Gwen was not used to. "I appreciate your sympathy but I don't need it from you."

"I was just concerned something happened," said Gwen shakily.

"Well thanks for your concern, but I don't need it, no one needs to concern themselves with someone like me!" shouted Peter as he turned from her and she tried to follow him, but Peter shut the door in her face.

"Fine, Peter, if you feel that way, fine!" snapped Gwen losing her temper but she could never in her life have seen Peter act like this, at all. In fact, she could count the times on one hand that Peter actually got angry and still have fingers left over. Most certainly, he had never gotten angry with her.

It convinced her that something had happened and she walked off. It would be futile to try and talk to him right now. She knew that he would talk when ready and not a second before.

Try as he might, Peter Parker could not go to sleep, despite the effort. He heard his Aunt May return home shortly after he did, but he could not bring himself to face her or any other normal people. At least not now, not at this moment.

Sinister was all that he saw before he went to sleep. He could not shake his specter any time soon.

In a lab, Mr. Sinister smirked, as he put the genetic samples with the countless other mutant specimens he acquired over the year. Today, he was one step closer to forcing the ultimate evolution of this world. The possibilities were endless.

"Warren, you have a new assignment," said Sinister, as he looked at the test tube containing the Spider-Man genetic sample, with a calculating look on his face.


	26. Hunt for the Lizard Part One

**Chapter 26: The Hunt for the Lizard Part One:**

Dr. Curt Connors made one final note, before he looked at the final formula, the lizard DNA had been genetically altered with several variables taken into account to enhance the effects of it. He took the vial of the formula and placed some in a syringe, before he raised it up and injected the syringe into where his right arm should have been. He felt a tingling motion but perhaps it was just wishful thinking.

" _Once again nothing," thought Connors in despair. "This experiment nothing I try is working. I've tried to make it as strong as possible without making the injections lethal, but still nothing. All a dead end, all a failure, I'll never…"_

Dr. Connors gave a wince, before he slumped forward, before he felt something, a burning searing pain. It was the most painful experience of his life but seconds later, the pain was replaced by another emotion.

Joy, as he now had both of his arms. The lizard formula had worked quite well and he had quickly, but neatly put his notes away. He planned to revisit this line of research in the future because the potential was just too great to ignore. The world would be changed for the better and he was glad this worked out okay, even if he had to use himself as a test subject.

" _Not looking forward to school today, after I pretty much shut the door in Gwen's face last night, I mean its not her fault what happened," thought Peter as he made his way up towards the school, dragging his feet. "I just took what happened in that lab, what I learned, very badly. Sinister saw my face, if he wanted to, he could find out who I am and while he might not use that information, he can sell it to others to track me down. I can't put my friends in danger, Aunt May, what about her? And my powers were the experiment of a genetic madman, doing who knows what to get that point. What if they turn me evil, like him? What if they turn me into a monster? I can't put them in danger….but it's not like I can abandon them. These spider powers are a double edge sword, I mean they've helped me save people but…they could end up turning me into something I'm not. My life was so much simpler when my biggest problem was being ridiculed by Flash Thompson on a daily basis. Still what if they turn me into something that needs to be put down and hurts people close to me in the process."_

Peter just swallowed at the thought, try as he might to block them out of his head, there was some nagging notion in the back of his mind that taunted him. It didn't get much sleep, if any, all he saw was that face, that sadistic expression. If there was a moniker that fit someone based entirely on their looks, Nathaniel Essex earned the name Mr. Sinister one hundred percent. He spotted Gwen as she walked towards the school, obviously running a bit late herself.

"Gwen!" called Peter and his girlfriend turned around as they looked at each other. There was a lot of uneasiness after their little argument last night and it was a few seconds, before Gwen responded.

"Good morning, Peter," said Gwen calmly, who was just a tad bit upset at the way Peter acted last night but any anger she had towards him quickly was brushed away when she saw Peter. He did not quite have the same look on his face that he did last night, before he had abruptly shut the door in her face, when she had tried to ask him what had put him in such a state. "You look completely…"

"Awful, yeah I know," said Peter as Gwen looked tentative around him, as if trying to decide whether to be angry or sympathetic. It was not a simple situation. "I might have been a bit of a jerk last night, but it was a rough night and…you don't know how lucky I am that I came out in one piece. You don't want to know, really what I saw."

That evasive answer actually made Gwen more worried than any concrete piece of information. There could have been many explanations.

"Man Pete, you look like you've been burning the candle at both ends, didn't get much sleep and for what, a few pennies from Jameson?" asked Harry as he walked up, with Gwen and Peter abruptly turned around. Peter was quite frankly glad someone was in a cheery mood because after his Sinister ordeal, he doubted he would ever be cheerful again. "I mean, if you were kept out late last night, you should have taken the day off."

"Harry's right Peter, maybe you should have, to get some sleep, you look pretty sick," said Gwen concerned.

"I'm fine!" said Peter sharply before he turned around briefly, regretting his sharp tone. "Look all I had was a rough night, I'll get over it, but I need to be at school right now."

" _I really do, because its not like I would ever get any sleep, all I see is that face," thought Peter, as he tried not to shudder at the thought the face of Mr. Sinister. "Besides it'll give me something else to do. Keep my mind off of what happened and what I learned."_

"If you say so Pete," responded Harry with a shrug as he turned around with a spring in his step but he seemed to just take Peter at his word. Gwen was not too convinced and she opened her mouth to say something but was interrupted.

"The bell, we need to talk later Peter," said Gwen and Peter gave her a sharp look as if warning her not to test him this early in the morning but Gwen did not back down. "Give it some thought Peter, because something happened to you last night."

"You don't know the half of it Gwen," said Peter. "See you later."

"See you later, Peter," said Gwen as she watched Peter leave. It just tore her up to see Peter this miserable and she knew he would carry whatever burden he was by himself. In fact, she bet all of the money in the world that he might have never let her in on the fact that he was Spider-Man, had she not pretty much forced the issue.

" _Peter, I love you to death, but you just can't think you can cope with everything," said Gwen. "I'm supposed to be there for you, but how can I when you won't let me?"_

"Peter good to see you!" said Doctor Connors in a jovial mood as Peter had walked into the class room trying not to look too downtrodden. The images of that lab and Sinister kept plaguing him at the worst possible times and was really interfering with his concentration.

"Hello, Dr. Connors," said Peter who was a bit distracted for the moment and unable to pinpoint what caused the scientist's jovial mood right away but even in his preoccupied state he quickly caught on. "Dr. Connors…your right arm…its…back."

"Right you are, it took multiple experiments and varieties of lizard DNA to get the experiment right, but you can't argue with the results," said Connors as he waved his fully functioning right arm towards Peter and extended it, which Peter shook in congratulations. "Years of work and I finally completed it. I had about lost hope, but one injection and a momentary stab of pain and well you can see the results."

"That's great," said Peter with a nod and a forced smile, but he had too much experience with the effects of genetically altered animal DNA to wonder if Connors was not making a colossal error in judgment.

" _I just hope that it just grew your arm back, Doctor, I mean, I don't even know the full extent of these spider powers and that's just one little arachnid, who knows what throwing lizard DNA into the equation will do," thought Peter, but the arm looked completely normal, nothing out of the ordinary._

"Just think of the benefits Peter, I have detailed notes for this and maybe this line of research will work for me, just think of the limbs that can be grown back," said Connors as he surveyed Peter. "Why don't you sit this one out? We weren't doing anything that I needed a hand in today anyway and well as you can see, I have that problem well in hand."

"Well I'm glad your experiment worked Dr. Connors, you put a lot of work into it," said Peter who tried be positive at this new development, as Connors was very pleased to have both of his arms back.

" _I just hope that you don't regret using yourself as a guinea pig, doc," thought Peter as he put on a forced smile as he watched the members of the class begin to file in._

"You wanted to talk Gwen," said Peter as he sat down right next to her, during their lunch period, both of them having arrived rather early, before many people had. "So I'm here, let's talk."

Gwen looked at him, carefully. Peter had been in quite the mood since what happened last night.

"Last night, I don't know what happened, but wherever you went for all that time…" started Gwen before she chose the right words. "Genetics lab, one that was shut down, at least it was supposed to years ago."

"Okay Gwen, you want to know what happened, here's what happened," said Peter as he took a deep breath. "I was captured at the mansion during my meeting with Xavier and then…well let's just say it's not pleasant because I learned far too much about my powers. The lab is cleared out by now, so it really doesn't matter. I really don't want to talk about this."

Gwen just remained silent. She had gotten this much out of Peter once he had cooled down after what happened last night but she had this sinking suspicion that he was keeping something from her.

"It's deeper than Professor Warren," prodded Gwen and Peter looked at her uneasily.

"Much deeper, just don't bring it up Gwen, I don't even know how I'm going to deal with this or the long term consequences," said Peter sighing and Gwen looked at him in irritation, at his evasive going around the question. "I'm sorry for being so sharp with you last night and earlier, but if you learned what I learned, then you wouldn't be able to sleep."

Now that cryptic statement did not serve to alleviate Gwen's worries, only amplify them. She could only begin to imagine what Peter could have gone though.

"Fine Peter," said Gwen with a sigh, as if admitting defeat. Besides, the others would be showing up soon so there might not be a chance to talk about it again today without the wrong person overhearing.

Curt Connors was now at home. Perhaps it was a good day only because his arm had grown back but he was in a fairly good mood. Still the second that he stepped into his house, he shivered and felt ungodly cold. Which was rather strange as the heat in the house was cranked up rather high, in a rather tepid September weather. He staggered a bit and made his way into the bathroom. The thought crossed his mind that perhaps something had went wrong with the lizard experiment but he tried to push that awful thought out of his head.

Connors placed his hands down on the sink in the bathroom but he noticed they felt unnaturally rough. He raised his hands to his face, feeling it.

"Scales," muttered Connors in shock and sure enough, as he looked at his hands, they were growing with greenish scales, with his nails growing longer. He looked up into the mirror and jumped back with a scream of terror in absolute shock.

His face was covered in scales, completely green, with sickening yellow eyes.

"No, this can't be happening, it's a dream, a nightmare, the experiment could not have gone wrong," muttered Curt trying to reassure himself as he looked around as he rolled his sleeves, before he felt the scales growing on his arms and he felt it, his thoughts were slowly sliding more primal and savage.

"CURT!" called his wife, Martha from downstairs. "Is everything alright?"

"F-f-fine Martha, dear," said Curt, but everything was not fine. His skin was growing scales more and more by the second. He felt something from behind him and knew it would not be too much.

" _The experiment did more than grow my arm back, it altered my DNA, into something different," thought Connors. "Got to get the lab, collect your thoughts Curt, find a way to reverse the experiment, while I still can."_

Another look in the mirror showed that Curt Connors had maybe about fifteen or so minutes before he turned into a full fledged lizard. At least that's what his rapidly devolving brain had calculated and then he moved outside the bathroom, where he saw his wife down the stairs. She caught a good look at his face. She screamed in terror for a moment before she realized what happened.

"Curt?" asked Martha.

"Yes, experiment gone wrong, I made a terrible mistake, got to get back to the school, got to reverse it, before its too late, my notes will tell me everything that I need to make an antidote," said Curt as he made his way out the door, without so much as a good bye. It was a good thing that his son Billy was hanging out with friends right now, he did not want his son to see him like this.

Thankfully the school was such a short walk from his house, so he could make it there on foot. He ducked into an alley way, to try and hide from bystanders, but he winced as two young teenage girls spotted him. Eyes widened and they shrieked, which grew more onlookers who looked fearful and curious. Connors stepped back, panicked.

"Please don't, leave me alone, I need to get away, change this, trust me, I'm just as human as the rest of you," pleaded Curt, but the crowd moved in closer, as if he was some exhibit at a zoo to gawk out. Normally Curt Connors was a mild mannered man, but the primal side of the lizard DNA was beginning to slowly overtake his brain.

"Look at that freak," muttered a man.

"How does he have the guts to go out in public like that?" asked another man.

"I wonder if he escaped from the circus," said another woman thoughtfully as the group crowded around the mutated Connors.

"AWAY FROM ME!" growled Connors in a primal roar, jumping towards the crowd, who scattered in fear. He regretted this action immediately, this made him look like a rampaging monster but this was proof to the rapidly shrinking rational part of his mind that he did not have too much time left to concoct the antidote.

His intelligence was eroding more and more by the moment and the part was that he retained enough of his sanity to realize what was happening and know there was no chance in stopping it.

The moment he arrived home, Peter Parker crashed completely. He was deathly tired and he hoped he would not be plagued by the same nightmares involving Sinister. To be honest, Aunt May was more than persistent that he get some rest and he was not one to argue with his aunt with these things. Besides, he doubted he got more than a couple of minutes of sleep.

The cell phone jerked him out of his restful state after not even an hour. Peter woke up, in frustration. There was no doubt who would be calling him at such an inappropriate time.

"Hello," said Peter half groggy, half irritated.

"PARKER!" bellowed the familiar and very unwelcome voice of J. Jonah Jameson. "There is some freak terrorizing the citizens in the Midtown era! It looks like a nine foot lizard!"

"Wait a minute, did you say nine foot lizard?" asked Peter, nearly dropping his cell phone in shock.

"Did I stutter, Parker?" demanded Jameson loudly. "I want you down there, five minutes again! Pictures and you better bring me something. You've been slacking lately! I need something big, the Globe is threatening to overtake us. I don't want that overhyped gossip rag beating me. Do you hear me?"

"Crystal clear, Mr. Jameson," responded Peter in a tired voice, but he moved over, grabbing his camera and then his bag, looking at his Spider-Man costume and web shooters. He gave a sigh, he was not looking forward to having utilize them again but there were just some things that had to be done. He rushed down the stairs where he nearly ran into Aunt May.

"Peter!" said May in a surprised voice. "I thought I told you to get some rest, young man."

"Sorry Aunt May, Mr. Jameson wants some pictures for the Bugle, something big downtown, I have to cover it," said Peter which caused May to frown.

"The nerve of that man, you're being worked to death, if he keeps it up too much longer, then I might have to words with him," said May.

"That won't be necessary," responded Peter quickly. "It shouldn't take too long. Snap some pictures, drop them off to Jameson, then I'll be back in bed straight away within an hour."

"I hope so Peter," said Aunt May as she watched her nephew walk out the door. To an extent, she was glad that Peter was taking responsibility where most young people his age would not but he did tend to take that responsibility too far. It was almost like he thought that his responsibility carried some kind of great power that he had to utilize.

"Everyone move it, we don't want to antagonize it any more than we need to," ordered Captain Stacy, as the officers moved in. "Protecting innocents is a high priority, but we need to capture this creature and figure out what it is."

"LEAVE ME!" growled Connors sounding more primal than human but the officers pointed their guns, before several tranquilizer darts were fired towards it, but they all bounced across the skin of the beast. He was not slowed down, in fact, he seemed to be agonized.

"Everyone fire again, maybe we actually get something to penetrate if he gets close!" yelled Captain Stacy, but the creature grabbed the guns, before he bent them backwards. The creature gave a loud growl, before he bent the guns backwards with superior strength and turned, with his newly developed tail, knocking several officers to the ground. They flew with a loud thud. The standing officers backed up.

"We need to get back up Captain, something more specialized, because I don't think there's any way we can take down this creature," said Officer DeWolff but a very familiar figure swung into the scene towards the lizard on a web line.

"That help has just arrived," said Captain Stacy as he watched Spider-Man drop down right in front of the creature, who growled, drool flying everywhere.

"So you're the creature that's been terrorizing the city," said Spider-Man in a tired voice, as the lizard creature backed off. "I think someone really needs a breath mint."

"Spider-Man," growled the Lizard sending spit everywhere.

" _And it talks," thought Spider-Man but he stopped. In his tired state, he could not have put together the obvious clues right away, but it struck him. "Connors, of course, I kind of suspected it of course."_

"Listen, if you need help, just calm down and back off, nice and easily," said Spider-Man as the Lizard looked rather confused before he gave a primal roar and tried to shake his head.

"Too late, feel it slipping," grunted the Lizard and Spider-Man held his arm, ready to immobilize the creature just in case he got out of control, even though he really doubted that he could do so. "Sanity gone…too late…"

"It's never too late," said Spider-Man but his spider sense alerted himself to something flying above his head.

Several canisters dropped to the ground and exploded. It released a gas, which caused the Lizard to be dizzy. Spider-Man pulled himself onto a building, as he watched that the creature thrashed around, slamming around a car. The SWAT team that moved in with nightsticks and holding canisters walked in, but the Lizard bounced forward, swiping his claws and snapping at the armored group. Spider-Man shot a line of webbing out, wrapping around the right arm of the Lizard.

"Wait, wait, look, I can still help you!" shouted Spider-Man but the Lizard raised his hand and sliced the line of webbing which caused him to fly to the ground with a thud. The Lizard jumped around, causing bystanders to scatter. More canisters of gas dropped to the ground, as the Lizard ripped the manhole cover off, before he dropped down into the sewers. Spider-Man threw all caution to the wind and threw himself right after the Lizard. He landed with a splash.

" _Ick, I don't even want to know what I landed in!" thought Spider-Man, as he tried to move away, climbing on the walls, avoiding the ground, as he looked for the lizard. "You would think you would not be able to lose a nine foot lizard in the sewer, but you would be wrong."_

Spider-Man continued to climb around and he heard a loud primal growl. He swung down to the ground and dropped right in front of the Lizard who turned with a growl, causing spit to fly right towards Spider-Man. The Lizard took a step back, as he put his hand on his head.

"Midtown…notes…antidote!" bellowed the Lizard but this would be the last intelligent thing that the creature would ever say, as he turned, before he swung his tail. Spider-Man was cracked right in the ribs and he was propelled backwards right into a wall. He landed with a loud thud right to the ground and winced.

" _Got to get up, ouch," thought Spider-Man in pain. He would not be surprised if one or more of his ribs had been shattered from the impact. "Got to find him!"_

Spider-Man managed to summon enough fortitude to walk but the Lizard was long gone and he could have gone anywhere in the sewers. It would take hours to search and he dropped down, before he made his way out. In a way, the wall crawler felt like he had failed badly. Not only had he got knocked around, but a good man who had a family had been victimized by an experiment gone bad and may have lost his mind to savage brutality forever.

Not only was his failure taunting him, but he wondered if his own altered DNA would strip away his intelligence and turn him into a similar monster one day. That did more of a number on Peter's self confidence than battle with the Lizard did with his body.

"Parker these photos are utter crap!" yelled Jameson in his usual charming tone, as he stared down Peter before getting a whiff of the young man, before he backed off. "They're about as bad as you smell right about now!"

" _Yeah, Jonah, you try smelling like roses after you were thrown into raw sewage and fighting a giant lizard man though the sewers," thought Peter in an irritated manner but he wisely kept his tongue and temper to himself._

"Still better than anything else we got on this story, but you better shape up Parker and for heaven's sake leave and take a shower!" bellowed Jameson as he waved the pictures around. "Robbie! Print it, we can get this into the paper an hour before most of the news and we can scoop all of the other papers.

Peter walked off, the thoughts of the mind of Curt Connors still trapped inside that savage beast. He had to find someway to help the good doctor, but Aunt May would have expected him home by now.

" _Not to mention it's kind of hard to find someone that doesn't seem to want to be found, hopefully I figure this out," thought Peter. "I should really have a look at his notes, and concoct an antidote but exactly how am I going to do it when the Lizard could surface his head at any time. Times like this where I wished I didn't have to worry about these things but great power, great responsibility, yeah."_

"The lizard creature was Dr. Connors," gasped Gwen in a surprised voice later that evening as she had swung by to check on Peter, who she admitted looked a bit better considering that he got a lot of sleep.

"Yes and he's getting more dangerous by the moment," replied Peter. "I need to take him down now and for that I need to create an antidote. Thankfully he left good notes; otherwise it would take a lot more trial and error that I ever had time for. Gwen, don't worry about this, I can do this on my own. You weren't the one who got bitten by the spider. This isn't your responsibility."

"But how are you going to go after the Lizard and create the antidote at the same time?" questioned Gwen and Peter winced, she was making too much sense.

"I'll figure it out, the Lizard went underground, that should bye me plenty of time," argued Peter. "Gwen, I'm gong to have to get the antidote there quickly and…I'm going to have to force it down his throat."

"I know, the tranquilizer darts had no effect," said Gwen with a nod but she looked at Peter, as she gripped both of his hands. "Are you sure I can't help you?"

"I'm sure Gwen, I don't really want to involve you in this any more than I had to," said Peter.

"You think I can't handle it," challenged Gwen as she stared at Peter but he was not backing down.

"No, I don't think that, but I don't think I can handle it if anything happened to you," said Peter. "Besides, I did work with Connors a bit because I am his student assistant. It might take more time that I need to explain some of the specifics of his work. I know you might catch on but that might be minutes that I can use, minutes that I could have saved innocent lives."

" _Why does he have to lay the guilt trip card on me?" thought Gwen. "He always accepted my help before but now after last night, he's pushing me away."_

"I'll be careful Gwen and I have a plan," said Peter as she leaned forward and kissed him.

"Good luck Peter, I hope you can find him before anyone gets hurt," said Gwen with a forced smile.

"The feeling is mutual," said Peter before he turned away.

" _Especially Dr. Connors and his family, they are going to be the one's hurt the most by this, right up there with all the innocent people," thought Peter, as he slipped inside. He would tell Aunt May that he was heading up to bed and then would sneak out to create the antidote before he would go lizard hunting. "You know, at least it's just the Lizard who is running around. I would hate for this situation to get any more complicated. It could be worse, much worse. All I have to do is force the antidote down his throat and not get mortally wounded."_

"See you tomorrow, Gwen," said Peter. "Good night."

"Good night Peter," answered Gwen. "See you tomorrow."

" _I just hope it's in one piece," said Gwen as she opened the door and walked away._

A van drove up into the city. A large impressive looking man exited the van and turned around, with a smirk on his face. He had been to this city months prior and had spent a bit of time as a guest to one of their prisons but he was not kept for too long because there was not enough evidence to keep him.

The man's name was Sergei Kravinoff and he prided himself to be one of the best hunters in the world. He had heard word on the radio of a giant lizard creature that he been loose in the city. Such a creature was unheard of so naturally such a rare animal would fetch quite a price on the black market. Kravinoff walked into an alleyway, his appearance and outfit would have drawn stares had it not been so late in the evening.

"Back in this concrete jungle, with its weak inhabitants," said Kravinoff with a twisted grin as he talked to himself. "And this impressive creature is on the loose, I'm certain he may be brutal and savage, but he is no match for the cunning of Kravinoff. But naturally last time I came to this city, my honor was befouled by the creature who called himself Spider-Man. But no longer, as I will capture the Lizard and my honor will be redeemed once I go after Spider-Man"

Kravinoff opened up his briefcase to reveal several vials of the same chemical. It was an orange shade, as he looked at it with a grin. It was a special serum developed from an exotic and endangered plant in his native Africa. It would give him the strength and instincts to capture even the harshest prey. In addition to his own cunning and skills, he would be the ultimate hunter. He raised the vial, before he prepared to inject it into him. He dropped to his knees, as his muscles rippled and bulged, as he gained heightened senses of smell, sight, and hearing, not to mention heighted strength and speed.

He climbed to his feet, a brand new man. Sergei Kravinoff was no small man to begin with, but he had gained much size once he injected this serum into his bloodstream.

"Sergei Kravinoff may have been made a mockery out of before but now Kraven the Hunter will succeed, as I will capture the Lizard and prove to the world who the ultimate hunter is," said the newly dubbed Kraven as he jumped across the street with expert ease. The scent of the Lizard was everywhere and it would be only a matter of time before he located the creature and brought him home to be stuffed and sold as a trophy.

He had only failed once before against Spider-Man and he vowed never to fail again.


	27. Hunt for the Lizard Part Two

**Chapter Twenty Seven: The Hunt for the Lizard Part Two:**

Eight hours and Spider-Man had it. An antidote to hopefully reverse the effects of the genetically altered lizard DNA that had turned Curt Connors into the monster. Granted, it was untested and it was kind of hard to test something like then when there was a distinct lack of giant mutated lizards. Spider-Man swung down.

" _Now the problem is trying to get the Lizard to down the stuff…well that and trying to force him to drink it," thought Spider-Man as he dropped down. "Now think Spidey, if you were a monstrous lizard going on a rampage, where would you go?"_

A moment's pause and there were several loud screams and Spider-Man swung forward, right into the subway entrance. The loud growling and snarling let him know he was correct. Some early morning subway goers were being terrorized. Spider-Man flung himself down, right on top of the head of the Lizard.

"Okay, Doc, this is for your own good, but you kind of need to drink this antidote to get rid of that nasty lizard breath problem," said Spider-Man, but the Lizard grabbed Spider-Man before he flung the wall crawler down to the ground. It aggravated his injury from the fight from the sewers and the Lizard jumped forward, jaws bared. Spider-Man dodged.

" _That was close, I almost became the Amazing Headless Spider-Man," thought Spider-Man as he shot a line of webbing around the Lizard but the beast just pulled him forward. Spider-Man slid underneath, with the wall crawler avoiding an attempt for the monster to grab him._

The Lizard turned, with a loud growl and Spider-Man leapt up, as he shot a line of webbing around his enemy. The Lizard was wrapped up but he snapped the webbing and grabbed Spider-Man before he threw the wall crawler to the ground. The Lizard stalked its adversary but a loud bang and a net spiraled towards the Lizard. In seconds, the monster was wrapped up and Spider-Man rose up to his feet, but suddenly, he saw the brutish form of Sergei Kravinoff jump right in front of him.

"Hey, Kravinoff, been taking your vitamins?" asked Spider-Man but Kraven just turned, with a smile on his face.

"Aw Spider-Man, I thought I had smelt you," said Kraven with a predatory gaze.

"And I took a shower and I still smell!" yelled Spider-Man but he raised his arm and he shot a line of webbing.

" _Best to wrap up to this joker, before the Lizard rips his way free, shouldn't take too long, this guy's a pushover," thought Spider-Man but Kraven caught the strand and gave it a pull. The ripple launched Spider-Man up into the air. Kraven sprang right at Spider-Man but the wall crawler dodged the attack._

"You thought you could defeat me that easily, but I have leveled the playing field," said Kraven as his fist swung and caught Spider-Man right in the chest. The wall crawler slumped, the wind knocked out of him, before Kraven shoved Spider-Man to the ground. He pulled out a spear and tried to impale Spider-Man but it was only a split second too slow. The hero bounced to his feet, as Kraven was momentarily preoccupied in pulling the spear out of a gap in the concrete and Spider-Man jumped at him, both feet extended. A double kick right to the face but Kraven caught the legs and swung Spider-Man. The wall crawler landed right to the ground and Kraven stepped on his chest, like he was nothing. "I expected better sport but I guess I must have leveled the playing field too much. My jungle serum has given me extraordinary abilities and added to my natural cunning, I have got you prepped for the kill."

Kraven's boasting allowed Spider-Man enough time to give him a face full of webbing. The mighty hunter was temporarily incapacitated and Spider-Man rushed forward and aimed a punch but it bounced off of the chest of Kraven.

" _Whatever this guy put in that jungle serum, it can't be legal!" thought Spider-Man desperately but Kraven ripped the webbing off of his face, but with a primal look on his face, he grabbed Spider-Man by the throat and pushed Spider-Man against the wall._

"Now, I believe I'll put you out of your misery by snapping your neck," grunted Kraven, as Spider-Man felt the air leave his lungs. "A death fitting for such a weak and insignificant vermin such as yourself."

"Don't look now, but the Lizard's right behind you," gasped Spider-Man, as he saw the Lizard had freed himself right now and was none too happy but Kraven just scoffed.

"Ha, you are just trying to buy yourself some time, I won't fall for such a clichéd trick," responded Kraven but the Lizard leapt at Kraven, before the beast grabbed the hunter from behind. Spider-Man dropped to the ground. Kraven was pulled backwards, before the mighty hunter wrestled the creature to the ground.

The Lizard would not go down and reversed the position where it was on top of Kraven, snapping its jaws as Kraven grunted and struggled, before he reached for a dagger inside his belt. Spider-Man found himself against the wall, unable to do much more than watch the spectacle as it unfolded.

The Lizard gave a pained growl as Kraven stabbed him right in the arm with the dagger. Blood dripped right to the ground, but Spider-Man shot a line of webbing, to wrap around the dagger and managed to jerk it out of Kraven's hand. The hunter turned around, but the Lizard grabbed Kraven, before Kraven was thrown into the air right off of the platform and right onto the subway tracks. The hunter was stunned momentarily.

"Okay, Lizard, listen to me, you need to take this," said Spider-Man as he stepped forward, with the vial. "Listen to me, Doctor Connors, if you're still in there, you need to come out of there and take this…"

Spider-Man was knocked right to the ground with a thud and the Lizard stepped around but a flash of the camera went off, as Spider-Man looked up to see the familiar face of Eddie Brock, who looked like the cat who just ate the canary.

"What are you doing down here?" demanded Spider-Man.

"I'm going to get pictures of this and scoop Parker," said Brock but the Lizard did not appreciate the portrait. It bounded right at Brock, which caused the photographer to take a step back before the Lizard sent him to the ground. For a second, Brock looked to be on the breakfast menu but the Lizard turned away, with a snarl. The creature lost interest and rushed down the subway track.

" _Got to get after him!" thought Spider-Man in a desperate voice as he swung down the tunnel. "The mighty hunter's still on the loose as well, I've got to get to Doctor Connors before Kravinoff does."_

Eddie Brock pulled himself up, as he looked at his camera, which still appeared to be in one piece for once. He had a big grin on his face and he pumped his fist up into the air in triumph, before he exited the subway. He would have to get these photographs developed and then he could finally cash in on Spider-Man. He would be laughing all the way to the bank while Parker had lazily slept in on a Saturday morning.

Kraven looked around the corridor. He had stepped back to recover for the moment but now the hunt was on much more than ever. He had sensed the Lizard near by but Spider-Man was approaching. He altered his course slightly, but still kept the Lizard in his cross hairs. A battle between himself and Spider-Man before he bagged the beast would only serve as a distraction. Revenge could wait later, right now, he needed to keep his eyes on the prize.

"You are very close, animal, you can't hide forever," said Kraven. "I've never seen such a creature, but I look forward to rendering you limb from limb!

Kraven tensed, as he sniffed in the air, a very familiar scent picked up.

"Spider-Man is close, but I must allow him to pass for the moment," sad Kraven, before a grin appeared on his face. Perhaps Spider-Man and the Lizard could weaken each other, allowing the mighty hunter to swoop in and bag two rare creatures. The price that he would garner would be off the charts.

The hunter was poised. When the time was right, he would strike and the spoils of victory would be his.

Within the twisted mind of the Lizard, some small fragment of Curt Connors still existed, trapped beneath layers of savage brutality and mindless aggression. Subconsciously, instinct lead the creature to this home, in the early part of the morning. He walked, eyes averted slightly. It was a familiar and thus welcome surrounding, one that he knew. The creature turned, the leaves blew but other than that, there was no signs of life. The Lizard took a couple of steps forward, before he raised his arms in a primal roar and moved forward towards the door. With a solid tug, he ripped the door right off of its hinges and stepped inside the house!

The Lizard paused, as it heard voices and some degree of familiarity as it moved closer indoors.

"When is Dad coming home?" asked young Billy Connors to his mother.

"I don't know, Billy, but he should be coming home soon," said Martha in a worried voice. She had heard the news about the lizard creature that was rampaging downtown. It wasn't very hard to put the obvious result together.

"You just said that last night!" shouted Billy stubbornly but both of them paused, as a loud growl echoed and the Lizard stepped forward, with a primal, savage look on his face. Martha turned and screamed in fear before she realized that Curt had been delayed, the Lizard DNA had taken control, mutating him into this monster.

"Curt, stop, its us, try and remember," shouted Martha but The Lizard turned to her. For a brief moment, she thought it had worked, but then the Lizard jumped at her. With a thud, she fell to the ground.

"MOM!" shouted Billy in a horrified voice that caught the Lizard's attention. The Lizard turned forward and stalked the young boy. Teeth were bared and the boy was trapped against the wall, with a mixture of fear and awe. The Lizard prepared to attack but a line of webbing shot out.

It wrapped around the jaws of the Lizard and Spider-Man attempted to pull, but the webbing snapped and the Lizard was free. He stalked Spider-Man but the wall crawler held the vial in his hand, that contained the antidote. With a leap, Spider-Man was on his back, as Martha Connors got up, groggily, before she watched what happened.

"No, Spider-Man, don't hurt him, it's my husband!" shouted Martha.

"I'm aware of that," said Spider-Man as he tried to hold the mouth open, without getting his fingers torn apart but the Lizard was not going to go down without a fight. The beast backed up and Spider-Man slammed against the wall. With a thud, the wall crawler dropped to the ground and the Lizard turned to Spider-Man.

"Curt, stop!" shouted Martha and the Lizard turned around, but that was all Spider-Man needed to recover. He aimed a kick right towards the head of the beast, not to hurt it but merely to slow it down enough to force the antidote down its throat.

"Come on you overgrown gecko, outside," said Spider-Man and the Lizard rose to the bait, stocking Spider-Man. Spider-Man did a back flip to land outside and somersaulted over the Lizard, before he kicked the beast in the back. The Lizard sprang up and pinned Spider-Man right to the ground. The vial slipped out of Spider-Man's hand and he tried to get it, but the Lizard just continued to force Spider-Man on the ground.

" _Great, breakfast time and guess who's on the menu?" thought Spider-Man as he struggled and managed to summon up all of his strength to push the Lizard off, long enough to free himself. A line of webbing shot the Lizard right in the eyes, to blind the beast. "Now here's my chance."_

Spider-Man leapt up, as the Lizard was preoccupied with removing the webbing from his eyes. Spider-Man began to pry the jaws of the Lizard open and uncork the vial. The liquid was inches away from the Lizard's mouth but the beast gave a primal roar, before it threw Spider-Man off. Spider-Man rolled over, miraculously not spilling the vial and the Lizard swung its tail.

"NO!" shouted Spider-Man as the vial shattered into millions of pieces, to send glass flying in every direction. The antidote splashed the glass and the Lizard knocked Spider-Man down. The back of his head cracked against the pavement, to knock him unconscious.

The Lizard stood right over Spider-Man. The creature stepped to finish off the wall crawler, but before then, a series of darts connected right to the back of the Lizard. The Lizard turned with a loud roar as Kraven stepped back in surprise, none of the darts penetrating the skin but the hunter was undeterred. With a jump, he wrestled the Lizard down to the ground. Kraven rolled the Lizard over, before he forced the beast's head into the ground. In seconds, his great strength had rendered the creature unconscious, but not dead. It would fetch a much larger price when alive.

The head of Spider-Man rose up, in time to see Kraven tie the Lizard up, so the beast would not move it could awake. Spider-Man pulled himself to his feet but staggered immediately, feeling dizzy, feeling the effects when the Lizard cracked his head against his pavement. He supposed he was lucky, as without his spider powers, that fall could have killed him but right now he was not in too good of a shape, never mind to fight Kraven.

"I don't think I've forgotten about you, once this beast is tagged, you will be my most prized possession," said Kraven, as he leapt forward, sending Spider-Man facefirst into the ground, holding his head down. "How I've wanted to mount for some time, Spider-Man. You will be the prize edition to my trophy room once I have killed and stuffed you."

"Kraven, listen," said Spider-Man as he struggled against Kraven but the all too obvious realization was that the hunter could snap his neck should he choose. "That Lizard isn't a creature…it's a human…a good man in fact, who made a mistake, let him go, take me if you want, do what you want to me, but he doesn't deserve this."

"So he's a man who turned into this lizard creature," said Kraven as he let up, while still keeping Spider-Man on his stomach, only enough for Spider-Man to nod. "That changes everything then."

"You'll let him go?" asked Spider-Man but Kraven just responded with a cruel laugh.

"Of course not you foolish insect," said Kraven sadistically. "I will just get higher price on black market for this Lizard creature. Right now, it is time to stay farewell. Any last words."

"Yeah, the Lizard just broke out and he's right behind you!" shouted Spider-Man and Kraven turned around, due to the fact that the last time he disbelieved Spider-Man, it did not turn out that well.

He looked and was enraged, he had been deceived once more. Thoughts of rage went through his head, before Spider-Man's feet did. Spider-Man staggered to his feet, still stunned, but at least he was able to stand. Kraven charged forward, but the wall crawler ducked. Kraven lifted a large rock off the ground and attempted to cave his prey's skull in with it, but the wall crawler leapt up onto the a truck, before he shot a line of webbing.

The rock was pulled up, before it was swung, but Kraven leapt up, before the rock smashed onto him, before he knocked Spider-Man off the truck to the ground. Spider-Man managed to brace most of his fall and Kraven leapt down, but Spider-Man dodged his attempt, before he swung around a light post, before both feet caught Kraven right in the chest and caused him to crash down to the ground.

Kraven's ears perked up, a siren approached. He had no desire to fight the police, so he leapt up, before he knocked Spider-Man to the ground.

"The hunt is done for now but I shall return for you later, Spider-Man," growled Kraven but Spider-Man was not going to be done without a fight. A line of webbing wrapped around Kraven's legs. Kraven crashed to the ground face first. Spider-Man leapt up and caught Kraven with a series of punches to the face. Kraven forced himself up, but Spider-Man slid underneath his attack, before he managed to take Kraven's tranquilizer gun from him. Two darts caught Kraven in the neck.

"Spider-Man, I'm not done yet," gasped Kraven, but he was slowed down. Even the enhanced serum in his body could not stop Kraven from falling. Spider-Man reared back and with all the strength he could manage, he rocketed Kraven backwards with an uppercut right to the chin. Kraven was knocked against a tree, where Spider-Man webbed him against it. Kraven squirmed but the tranquilizer was beginning to take effect and he was mostly paralyzed.

"Once again, the predator has become the prey," said Spider-Man calmly but Kraven's eyes widened as he saw some movement behind the web slinger.

"The animal is loose," managed Kraven weakly but Spider-Man just looked at him in a disbelieving manner.

"Nice try, Kraven, but I'm not about to fall for my own…." Started Spider-Man where he was suddenly knocked to the ground. The Lizard had awakened and ripped himself free sometime during that fight, and needless to say, was quite the pissed off reptile. The Lizard hoisted Spider-Man up into the air and tossed him to the ground. The wall crawler leapt into the air and dodge another tail being swung into his rib cage, as the police cars pulled up, lead by Captain Stacy.

"Freeze!" shouted a young officer pointing a gun at Lizard.

" _Yeah, like a giant savage lizard is going to obey orders from the police," thought Spider-Man cynically._

The Lizard charged them, before he leapt up. He leapt from car to car, before he scaled up the building with the greatest of ease. Spider-Man shakily got to his feet and watched the Lizard run off as quickly as it could manage.

"On the bright side, it looks like you've captured one of them," said Captain Stacy as he looked at Kraven. "We may actually be able to hold him for a few weeks."

"Hope so," said Spider-Man as he struggled. He had to catch the Lizard but he had a small problem, as the antidote had been completely smashed. "Listen, Captain, the Lizard…really isn't a lizard, really a scientist that was experimenting in genetics in ways that he really shouldn't…"

"Connors, right?' asked Captain Stacy and Spider-Man nodded. "His wife called us over here, she seemed upset and it isn't very difficult to put two and two together."

"Listen, no offense to your force, but you can't take down the Lizard," said Spider-Man and that got him several dirty looks and dark mutterings.

"He's right," said Captain Stacy firmly to the officers. "Spider-Man is the best chance we have to deal with this problem."

"I don't know if I can," admitted Spider-Man before he reached into his pocket, pulling out a wrinkled sheet of paper. "I created the antidote once and wrote the formula down, so maybe you can…"

"We have a science department that will be able to concoct that antidote in no time," said Captain Stacy, before he looked at Kraven. "We'll take him downtown and then get to work."

"Right, and I have a lizard to catch," said Spider-Man as he swung off as Captain Stacy looked at the antidote formula. It struck him how familiar the hand writing looked, it was almost like he had seen it before somewhere but this was neither the time nor the place to worry about such things.

" _Taking out the Lizard, at least long enough for another antidote to be made, not exactly the easiest thing in the world but at least I got the mighty hunter off my back," thought Spider-Man as he swung around the city but dropped down at the sight of panicked people. "I bet anything that my genetically altered reptile friend is in there somewhere. Alright, show time Spidey, let's hope you can end this in one piece."_

Spider-Man dropped down as several people ran. The panicked people appeared to be centered around the zoo and quickly, Spider-Man walked inside, as the Lizard stood there, crazed and on a rampage. Throwing all caution to the wind, Spider-Man struck the Lizard with a kick to the side of the head. The creature staggered before he dived at Spider-Man but the web spinner dodged the attack, before a line of webbing wrapped around the Lizard and tripped him up.

"Listen Doctor Connors, I know you're trapped in there, deep in there, you've got to listen to me, calm down, you'll be back to normal in no…" started Spider-Man but once again the Lizard was in no mood to be rational, as he ripped his way through Spider-Man's webbing. He charged the hero but Spider-Man scaled the wall. Much to his ever lasting frustration, the Lizard scaled right after him, and turned, before he knocked Spider-Man down. The hero absorbed most of the fall and managed to just barely avoid being torn to bits by the teeth of the creature. The Lizard landed and swung his tail, but Spider-Man delivered an evasive move.

The Lizard rose and Spider-Man avoided another assault, before he shot webbing around the mouth of the creature. With the threat of being ripped to shreds by the teeth, Spider-Man was able to swing in, hoisting up the creature with all of his strength. His shoulder sagged under the weight.

" _Forgive me, Doctor Connors, but this is going to hurt me more than it hurts you and believe me, this is hurting me a lot," thought Spider-Man as he strained against the weight of the Lizard, before he flung the struggling reptile. The reptile landed with a sold thud on the ground and Spider-Man dropped down. "It seems like he still wants to fight but I knocked a bit of the fight out of him, at least I hope so!"_

Spider-Man had to duck another decapitation attempt by the Lizard's tail and he slid underneath. The Lizard ripped through the webbing around his mouth but Spider-Man held his web shooter up, before attempting to fire his webbing, but only a few drops splattered out.

" _Of all the times to run out webbing," thought Spider-Man in frustration, the only thought that went through his head before the Lizard's tail almost did. Thankfully he jumped out of the way and dropped down, both of his feet bounced off the head of his animalistic opponent, which only served to infuriate it!_ _"Got to slow this thing down, so I can fill back up."_

The Lizard was not deterred by a couple of attacks and Spider-Man had to be creative to lure the creature on a wild goose chase. Spider-Man did a somersault and landed right on the railing that lead to a pool filled with ice cold water.

"That's it, come to me now," said Spider-Man as the Lizard dove right at him, but Spider-Man leapt out of the way, swinging from the rafters, as the Lizard splashed into the water. It would take the creature a brief instant to climb out, long enough for Spider-Man to refill his webbing. The Lizard slowly climbed out of the water and Spider-Man struck while the iron was hot.

A thick cocoon of webbing wrapped around the Lizard from the neck down. The creature still struggled but he was weakened from the spill he took. Taking aim, Spider-Man connected with a kick to the head and the creature fell in its trapped form, with a thud.

"Sorry, Doctor Connors, " muttered Spider-Man in an apologetic tone of voice, as he walked off to head to a pay phone to contact the authorities. He had the creature, hopefully they would have the antidote ready. He looked over his shoulder, half expecting the Lizard to break free and rip him to shreds, but fortunately this time he was down for the count, at least for now.

"There you go JJ, top of the line photos of the Lizard, Spider-Man, and Kravinoff," said Eddie Brock in a cocky voice as he handed them to the fearless publisher of the Daily Bugle.

"Congratulations Brock, for once you didn't screw up," said Jameson as he looked at the photos, with a bit of disdain. "Although maybe you would have been better served in bringing me the usual nothing as these photos are absolute rubbish. An abomination, sickening, it's almost like you're camera threw up and you handed me the results…I'll give you fifteen bucks."

"Per photo?" asked Brock greedily as he looked at the dozen or so photos that he handed Jameson and that caused the Daily Bugle publisher to laugh like a madman.

"Did you ever think of going into stand up, Brock, because you're a real comedian," said Jameson as he looked at the arrogant young photographer. "Fifteen bucks for everything and that's because I'm in a good mood today. As for Parker, the little punk never showed up so when I get my hands on him…"

"Here, Mr. Jameson, I've got photos of the battle between the Spider-Man and Lizard," said Peter as he moved in, bags under his eyes as he looked completely tired but pleased. Jameson got up to snatch those photos away from Peter.

"Beat it Parker, I was here first…" stated Brock but Jameson held up his hand to pause the argument.

"Ah, the web head really got what he deserved in this one," said Jameson approvingly as he looked at a particularly violent moment where Spider-Man is on the ropes. "Still utter tripe and garbage, I had a cat once that could have taken better photos with the fur balls he coughed up….five dollars Parker."

"Per photo, Mr. Jameson?" asked Peter and Jameson just responded with another round of laughter, taking several minutes to regain his composure.

"I should shut down this newspaper and open a comedy club with some of the employees I have," mused Jameson. "Five bucks for the photos, all of them,…Brock, better luck next time but you should have gotten some better shots of the web head being taken down."

" _Jameson seems to be in a rather cheap mood today, more so than usual, man that won't even buy a good meal these days," thought Peter but he had to take what he could get these days._

Jameson shoved his photos back into Brock's hand who crushed them and looked at Peter with the deepest loathing. If it wasn't Parker, it was Spider-Man ruining his career.

On the other hand, Peter took the payment, without much of a fuss. By this time, Dr. Connors would have been cured, physically at least. Whether he would mentally cured, once he realized the full ramifications of what happened, Peter did not know.

" _If anything, this proves that genetic tampering is not a toy," thought Peter in desperation. "It could happen to me, it's just happening slower. I know these spider powers are the only reason I beat the Lizard…but if I woke up one day and lost them, I don't think I would shed a tear."_

Herman Schultz sat in his jail cell, hands folded across his lap. He was one of the many thieves that had been put behind bars by Spider-Man. Most people would not be able to pick his face out of the crowd out of all of those who Spider-Man put behind bars. He had just tried to scrape by a living to pay the rent, just a couple of small time jobs, it was not like he was knocking off a major national bank or anything, just a couple of cash registers at a convenience store or two. The web head just had to bully him because he could and send him to a one way trip to jail.

Which was not too bad all things considered, at least he ate on a regular basis but still he could not help but think of what it would be like if he could enact some revenge on Spider-Man.

"Herman Schultz, a friend of yours has posted bail," said a guard in a bored voice and Schultz looked up, in confusion. He had no friends or family, nothing except for the small run down apart with infestation after infestation that he could barely make rent for.

Still he was not about to look a gift horse in the mouth and he got to his feet. Schultz got to his feet and walked from the jail, as many of the inmates looked, as a man in a suit stood in the hallway.

"Mr. Schultz," said the man with a nod.

"So I guess you were the one who posted bail," said Schultz gruffly.

"Yes," said the man shortly as he waved to Schultz who walked towards a limo. His eyes widened. "I have a job for you, as you were put behind bars by Spider-Man, is that correct?"

"Yeah, that's right," said Schultz in a rough tone. "But listen, I'm not about to make the same mistake again in crossing paths with the wall crawler."

"My boss has an opportunity that I believe will be to your benefit," said the suited man as the entered the limo and he turned on a miniature television screen, with a large man silhouetted in shadow.

"Hello, Herman, I'm the Kingpin and I believe you will be interested in what I have to say," said the Kingpin calmly and Schultz sat up immediately, his full attention turned towards the number one crime lord in the city.


	28. Shocked

**Chapter Twenty Eight: Shocked:**

"Harry, it's no problem," said Peter as they walked to the Ravencroft Institution. To be honest, Peter needed something to keep his mind off of the events of the past week. The reveal of the origin of the spider that gave him his powers, the sinister person behind it, and then a taxing battle with the Lizard, with a scuffle with Kraven the Hunter added into it. Not to mention the usual amount of thugs and thieves and balancing a tough school year, along with his social life and responsibility as Spider-Man. The usual insanity was more than enough but this seemed to lead to new levels.

"Yeah, it's just that you're the only person that Dad's kind of accepted as my friend and I kind of need the moral support," said Harry as his good mood as of late had been punctured by the prospect of meeting his father. "Dr. Hamilton told me that he thinks that seeing me may spark dad to open up. He's barely said anything since he's arrived but…I didn't want to tell you this but when he did talk, he mentioned you."

" _Yeah, I can imagine, all of the Goblin might have been purged from Osborn…" thought Peter bitterly, mentally trailing off for a second before he collected his thoughts . "But let's face it, he was a bit of a jerk before that formula exploded in his face and if he remembers I'm Spider-Man, Goblin or not…I don't want to think about it. Reason I haven't told Harry either."_

The two teenagers arrived outside of a glass door of the cell that contained Norman Osborn, who sat there, with a calm, nearly tranquil expression on his face as he looked at the new arrivals, just giving them the barest of acknowledgements.

"Dad, it's me, your son, Harry," prompted Harry hopefully and Norman just looked at him. "I'd figure I would stop by, see how everything was? How are you doing after that Goblin fiasco…which I guess you don't remember, but really you seem to be holding up better than I would be. You remember Peter, Peter Parker."

"Yes, I remember Peter quite well," said Norman softly, as his eyes snapped up and he looked at Peter with a calculating expression that caused the young man to pale as Norman paused, as tension was in the air . After a moment's pause, the elder Osborn spoke again. "Hello Peter."

"Hello, Mr. Osborn," said Peter in relief, breathing in. For a brief second…well it appeared that Norman Osborn had been cleansed of the Goblin.

"You look pale, Peter," said Norman coolly. "You almost look like you've seen a goblin."

Harry looked vaguely amused at the unintentional double meaning of his father's words but Peter was tense.

"Of course, it could be keeping my son in line so he doesn't become even more of an embarrassment, that could be very taxing," responded Norman and Harry's amusement faded in the blink of an eye. "After all, he is inept. It would take all of your cunning to keep him in line so he doesn't break free from your web."

" _Is he playing with me?" thought Peter desperately. "Or am I just paranoid?"_

"I do what I can, Mr. Osborn," said Peter nervously.

"Dad, I've been running Oscorp," said Harry suddenly, in a desperate attempt to get his father to notice him.

"Harry, Peter and I are having a nice conversation, it's rude to interrupt," stated Norman calmly. "I don't want to hear about how your inept management will give me more work than I can handle once I have a clean bill of health."

"I'm doing fine!" shouted Harry but Norman just laughed.

"Just fine, Harry?" asked Norman. "Have I taught you nothing? You can't merely do just fine. You have to excel. You have to raise yourself above everyone else. You have to crush the competition. You should be the best. Better than the best in fact. You can't be just fine. Otherwise, you'll be nothing."

Norman was on his feet and Harry took a step back. The happy Harry that been present recently had faded big time and he was looking rather down at his father.

"Back up boys, our patient is getting upset," said a nurse who had walked forward. "Dr. Hamilton will be pleased with you getting the patient to open up."

Norman sat down, silent. He hated the staff. They were so meddling but he had to stay here as part of his plan.

"Hamilton wanted me to check in with him afterwards," muttered Harry to Peter who nodded.

"Do swing by sometime Peter, alone, so we don't have to dumb down our conversation," said Norman towards Peter's retreating back which caused him to cringe.

" _Paranoid Pete, you're just paranoid," thought Peter._

"So Mr. Schultz, all you need to do is deal with Spider-Man," said the Kingpin as Schultz had been fitted with an outfit. It looked like he was wearing a giant yellow and black quilt around him, with a yellow mask with goggles.

"This outfit's going to help me beat the web head?" asked Schultz skeptically.

"No, Mr. Schultz, merely a measure to protect you from the power I've given you," said Kingpin as he watched his men from the monitor, fit Schultz with a pair of gauntlets. "That is what is going to help you against Spider-Man."

"What does it do?" asked Schultz in confusion.

"Flick the switch on the gauntlets. Aim for that stack of boxes and find out," said Kingpin calmly as his men inserted ear plugs in their ears as Schultz got up. He aimed the gauntlets and with one motion, shockwaves ripped through the air and blasted the boxes into toothpicks. Schultz backed up.

"Impressive," muttered Schultz, pleased at his new power. That could rip through the doors of a bank vault easily.

"Indeed," remarked the Kingpin. "Those gauntlets will emit the power necessary though the shockwaves created. You are Shocker."

"Shocker?" asked Schultz but he nodded. "I like it. Herman Schultz was a nobody but Shocker will be a force to be reckoned with. Spider-Man will pay for putting me behind bars."

"We are on the same wavelength, my friend," said Kingpin. "The only caveat in me granting you this power is I can call on you at any time I choose."

"Fair enough," said the newly christened Shocker as he went off. He had banks to rob and a city to plunder.

"Mr. Osborn, Mr. Parker isn't it?" asked Dr. Barton Hamilton.

"Yes, sir," said Peter as he took a good look at the doctor's office. There were quite a few medical degrees on the wall but other than that, it looked like a shrine to Spider-Man. Pictures, most of it his work, and press cuttings. It was a bit creepy how much was devoted to Spider-Man.

"My patient talks most highly of you, from what little he does talk," said Hamilton. "Quite peculiar as he only mentions his son in passing and with what seems to be disgust."

"Nothing peculiar about that at all," muttered Harry.

"How you classify your relationship with your father, Mr. Osborn?" asked Hamilton and Harry looked like a deer in the headlights, as he looked at Peter for help.

"Dr. Hamilton, correct me if I'm wrong, but wasn't this supposed to be just Harry checking in with the progress of the visit of his father?" asked Peter nervously, he wanted to get out of this office as soon as possible. There was just something about it that gave him an unsettling vibe.

"I do apologize Mr. Parker, the curiosity that comes with my job sometimes gets the better of me," said Hamilton. "So a freelance photographer, as my patient informs me. And as you can see, I have a fair bit of your work in my office."

"Yes, I noticed," said Peter in a casual voice but he could not help being curious. "Why the interest in Spider-Man?"

"Merely professional, as he is connected with a handful of my patients here," said Hamilton. "He's a subject worthy of study. Best I can tell because of his crusade of crime was that he lost someone close to him perhaps due to a criminal. Therefore, he has the obsession nearly as powerful as the people that he puts away. I have a thick file on Spider-Man and one day, I may be able to piece together his identity. The clues will continue to build up."

"I thought we were here to talk about my father, not Spider-Man," responded Harry and Hamilton just looked at Harry with a calculating expression on his face. The lad seemed to be keen in steering the conversation away from Spider-Man. Quite intriguing to say the very least.

"Of course," said Dr. Hamilton as Harry took a deep breath, before he gave a rundown on the visit, with Hamilton taking down notes, with a curious expression on his face.

"Alright, everyone put your hands in the air where I can see them!" shouted Shocker as he burst into a fancy restaurant, gauntlets in hand. Several of the upper class people in the establishment looked at him in disgust when they saw his outfit.

"I'm sorry sir, but do you have a reservation?" asked the doorman in a posh French accent.

"Here's my reservation, Pierre," said Shocker gruffly as he pointed his gauntlet and he sent the doorman backwards. He cracked against the wall and was severely injured. "Alright, unless any of you want to get the same, fill of the bag. Money, jewelry, anything you snobs have on you that could be valuable, give it to me. Otherwise, I knock the silver spoons right out of your mouths."

The fearful people began to come forward, as Shocker blasted a window out to prove his point. He knew eventually that the web head would be attracted by the chaos but there was no reason he could not make a little income on the side.

As they had left the asylum after that uncomfortable little interview with Hamilton, Peter suddenly stopped, his spider sense having gone off in an explosion in the distance and just at that moment, Harry was taking a cell phone call.

"Yeah, yeah, I'll be there right away, Mr. Menken, I understand," muttered Harry in a downcast voice as he turned to Peter. "Listen Pete, you're going to have to find a way back on your own, another couple of people jumped on that class action lawsuit thing about the toxic waste and…"

"Go, take care of that, it's important," said Peter as he ran quickly but Harry seemed to notice nothing odd about his friend's sudden departure.

Another explosion and Peter ducked into an alley way, pulling out his bag and changing into Spider-Man.

Shocker looked pleased, as he left with the spoils of victory. He turned away, with a nice new car. He always wanted a car like that. In fact, he always wanted a car period, but could never even afford a junker. A teenage boy with more piercings in his ear that should be allowed by law walked towards the car but Shocker lifted up his gauntlet.

"Hey, man, what's your problem?" asked the teenager.

"I need to borrow your car, kid, to carry my purchases for the day," said Shocker, as he held up the sacks of money and jewelry. In an instant, Shocker turned his gauntlet and with one blast, the light post was snapped in half, which caused the teenager to be fearful before he threw the keys at Shocker's feet.

"It's yours man," stammered the teenager as he ran off and Shocker nodded with a pleased look on his face.

"And people say New York is full of jerks," said Shocker as he moved forward, but a line of webbing shot around his hand and pulled him around, which caused him to fly onto the ground with a thud. A figure swung in and kicked him right in the chest, to knock him right to the ground. Shocker bounced up, the added padding in his costume having worked wonders.

"Yeah there are a lot of jerks in this city," said Spider-Man as he dropped down but Shocker dodged his attack. "Like the people who bully others into handing over their stuff."

"Spider-Man, I've been waiting for you for sometime," said Shocker with glee as he cranked on his gauntlets but Spider-Man aimed a kick at him which caused him to get knocked down. The padding was effective enough and he pulled himself to his feet, to resume the battle with the web slinger. "You put me behind bars!"

"I would think I would remember a costume as ugly as yours, quilt man," said Spider-Man as he managed to catch Shocker off guard, by sweeping his feet out from underneath him. "Really quilt man, with a costume like that, you could think you were a joke."

"THE NAME IS SHOCKER!" shouted the Shocker angrily as he got to his feet.

"Now no need to yell, we need to learn how to use our indoor voices, quilt man," admonished Spider-Man as he swung towards Shocker but a blast of his shockwave gauntlets and Spider-Man's webbing was dissolved, before he flew to the ground with a thud. Spider-Man landed on the ground and began to stagger to his feet.

Another blast and Spider-Man was lifted up into the air and knocked right onto his back. He held his head, as a splitting sensation came over him, not to mention a ringing in his ear. He tried to get to his feet, but he was dizzy. Shocker raised his gauntlet once again and Spider-Man was blasted once again. He rolled over, dizzy and nauseated, unable to string a coherent thought together.

"Am a joke now, web head?" asked the Shocker in a gruff, cold voice, as he lifted his gauntlet once again. Spider-Man could not brace himself for the next blast and he was knocked right to the ground once more. Shocker moved over and he placed his foot on the chest of the downed Spider-Man. "AM I?"

Spider-Man struggled, but it was too painful to even move. His vision was blurred, he was dizzy, sickened, his ears were ringing, he could barely hear the taunts of Shocker. He may have been rendered deaf from being in the full blast of those shockwave blasts.

" _And to think, I thought it would be Jameson who would cause me go deaf," thought Spider-Man but Shocker backed off._

"No, I could kill you right now but that would be too easy," said Shocker as he looked at the crowd who had gathered around and he heard the sirens in the distance. "There is your hero, there is Spider-Man, defeated, by the Shocker! You will remember my name, as the man who had brought down Spider-Man! This entire city will fear me and remember me, for what I've done. I've eliminated Spider-Man!"

Spider-Man could not move, as the Shocker ran off, blasting a bus in the way to block the road from the incoming squad cars, so he could make a get away. The bus sent debris everywhere when he smashed into the side of the building to set a fire.

" _Have to help, but can't move, too weak, got to find a way out of here," muttered Spider-Man as he rolled away. It would be a miracle if he could get home without being seen._

"You have made quite an impression so far Shocker," said the Kingpin, as he looked at Shocker from his office, guarded on the outside to ensure there was no distractions. No one could put together that Wilson Fisk was in fact the Kingpin. "Your defeat of Spider-Man made the five PM news, top headline."

"It's all thanks to you boss," said the Shocker. "And the spoils aren't too bad either."

"They never are," said The Kingpin crisply. "Spider-Man may have lived though his encounter but I wonder if we've seen the last of the web head."

"Yeah and if he does crawl out from whatever hole he's hiding, I'll finish him off once and for all," said Shocker in a determined voice.

"I'm certain," said Kingpin calmly. "Good day to you Shocker"

Kingpin turned off the transmission without another word as he turned towards his son, Richard, who seemed utterly baffled.

"The fool could not finish his job against Spider-Man," said Richard in a disgusted voice.

"On the contrary, everything has gone exactly as planned," said Kingpin with a smug expression. "If had wanted Spider-Man dead, he would be. It is just as simple as that. A nuisance that he may be in some aspects, he's made me a fortune in many other areas. The super powered battles have given me many insurance contracts, with the ability to raise the premium though the roof."

"I still think Spider-Man should be dealt with, Father," said Richard, surely his father could see that the danger that Spider-Man posed.

"Once he stops being useful, he will be dealt with," said Kingpin firmly. "I could find out who is behind that mask as simply as turning on a light if I had wanted to but it serves no purpose."

"I still think it would be easier to just shoot him at the first opportunity," said Richard.

"Any uneducated hoodlum can just shoot him, my boy," said The Kingpin. "The Kingpin plays a more complex game than that."

How Peter made it home, much less up to his room was a miracle to say the least. Through a daze, he felt a pounding in his head. At least the ringing in his ears had subsided but dizziness and nausea was still present. He collapsed on his bed immediately, as he pulled his mask off.

" _Shocker, those gauntlets, the vibrations that they give off are incredible technology," thought Spider-Man. "I doubt anyone could stand up to them but how could I beat them, how?"_

Rational thought had left him at this point but still, he had to figure out exactly how the gauntlets targeted him. Best he could tell, was that the shockwaves were a low level sonic attack, but powerful enough that they could throw off his entire equilibrium. Not too powerful in that he could have been killed or at least rendered permanently deaf. Still not too pleasant.

Still, Peter felt enough of the symptoms clearing up to think somewhat clearly and thus he began to devise a plan to negate the Shocker's vibration gauntlets and bring him to justice.

Shocker felt pleased, he was on a roll, as even Spider-Man had been powerless to stop him. He had stolen several thousand worth of cash and jewelry but he was far from done. He wanted to play for bigger stakes.

Namely a bank as he blew the doors off the hinges and walked in, causing the customers to be terrified, as he walked up to the front desk. Two security guards were promptly dealt with by the villain.

"Excuse me, I'd like to make a withdrawal," said Shocker gruffly, as he looked at the bank teller in the eye. "All of the money you have in the vault."

"I'm afraid I can't do that, sir, it's against…" stated the bank teller but Shocker calmly rose his gauntlet and obliterated an entire desk with one shockwave. "The vault is back this way, do help yourself, please don't hurt me."

Shocker turned, as he walked towards the vault, unaware that the bank teller had pressed a silent alarm that had been operated. Shocker walked over and got all the money he could carry at the time.

The sirens had caused Shocker a bit of dismay but he stepped outside of the bank, before he had blasted an armored truck outside of the bank. It had caused a chain reaction with several cars wrecking and the villain nodded, a pleased expression on his face, as he loaded up his ill gotten gains in his getaway car. While he would have to still leave some behind to make a clear getaway, he had more money then he had ever seen in his entire life and surely enough to blow the country and escape persecution.

He would be out of the reach of everyone, including the Kingpin.

Spider-Man swung over the city. It did not take him long to find where he looked at.

" _Looks like Shocker has been experimenting with his little toy," thought Spider-Man as he dropped down onto the ground, the smoldering wreckage and the ambulances. People had been injured or maybe worst thanks to Shocker._

Spider-Man carefully scaled the walls. He had a slight hunch that he was not far and sure enough, a few minutes searching had indicated pay dirt. Several terrified screams and Spider-Man swung into battle, the web slinger ready for action.

He watched, as Shocker exited a building, with his ill gotten gains in hand. Taking careful aim, the web slinger shot webbing right at Shocker's stolen loot and ripped the bag from his hand. That caused the criminal to stumble and look up.

"YOU!" shouted Shocker.

"Yeah me," replied Spider-Man as he lowered himself to the ground and went face to face to Shocker. "You didn't think I was going to lay down easily, especially to someone wearing that outfit, did you?

"I should have killed you when I had a chance, web head," grunted Shocker as he dodged an attack from Spider-Man, before he activated his shockwave gauntlets and sent a blast right towards Spider-Man, who launched himself in mid air.

" _Plugging my ears seems to have worked wonders, still feel a little dizzy, but at least the sonic vibrations aren't crippling me and reducing my ear drums to applesauce this time," thought Spider-Man as he caught the dumbstruck Shocker with a kick right to the face. The villain landed on the ground and Spider-Man shot a line of webbing at Shocker, but Shocker pointed his arm towards a ledge, before he caused a ledge to crumble. Several innocent civilians were in harm's way._

"Everyone, move, now!" shouted Spider-Man as he shot a net of webbing, just barely containing the debris but Shocker was back as the civilians ran for cover. Spider-Man was caught right in the back with a shockwave. While there was no damage to his equilibrium, the attack nevertheless hurt like hell. Shocker stepped over but Spider-Man pulled himself up and dodged an attack, before he slid around, swinging around a light post and he kicked Shocker right in the chest.

The villain bounced up, winded but the added padding blocked most of the fall. Shocker aimed at the ground and Spider-Man had to leap quickly. A building that he had landed on was aimed for but he kept on the move right away.

" _Got to get him away from the streets, too many people out here," thought Spider-Man desperately, as he dodged the flying glass and concrete, with several people screaming in the distance._

"C'mon, quilt man, is that the best you got?" taunted Spider-Man as Shocker aimed for him again but Spider-Man threw himself out of the way The villain was becoming more and more frustrated with each passing second and Spider-Man managed to get a swinging punch to further enrage the villain.

"Get back here, you insect!" yelled the Shocker.

"Actually, spider's are technically classified as arachnids, but judging by how smart you are I doubt you made it past Kindergarten," heckled Spider-Man as Shocker renewed his fury and aggression towards Spider-Man but the web slinger stayed one step away, drawing the villain further and further away from innocents and towards an abandoned and condemned section of the city, that was being restructured. "Come on, take your best shot."

"Gladly!" growled Shocker, as he cranked his gauntlets to full power and took aim right at Spider-Man but he flipped over Shocker in a flash. Shocker's blasts struck the building and debris blasted right towards Shocker, who tried desperately to block the attack. Spider-Man scaled his way up the side of another building and shot two lines of webbing, to remove the gauntlets from Shocker. Shocker landed on the ground and his horror was evident, when he realized that his power had been taken away.

That was the last thought that went through his head before Spider-Man's fist connected with his face. Shocker staggered backwards and Spider-Man kicked him, before he webbed him up. Shocker was unable to free himself, without the gauntlets, the suit was just padding and nothing more.

"Let me out of here!" grumbled Shocker but Spider-Man just stepped back, not answering Shocker and hoisted him up.

" _The power would have been something that would have been more dangerous had it been used by someone who was somewhat intelligent," thought Spider-Man. "It was still dangerous, but wielded by a common street thug and an Achilles heel that beat him in the end. Thank you for small favors."_

Spider-Man deposited Shocker at the feet of the police and swung off into night.

Wilson Fisk just smirked as he received news of Shocker's capture. As he figured, Spider-Man had found someway to triumph but the Kingpin just saw his newest villain as a distraction to Spider-Man, to keep the web head's attention diverted from an operation that his men were carrying on the other side of the city. He was brought out of his thoughts by the ringing of his phone.

"Speak," said Fisk.

"Kingpin, the operation didn't go all too smoothly," said a terrified voice over the phone, voice trembling.

"I arranged for Spider-Man to be dealt with," said the Kingpin coldly.

"Not Spider-Man some guy, it's the devil, we were attacked by the devil!" screamed the henchman over the phone. "He had no fear! He just took us out! There's no way he's human!"

"What do you mean?" demanded Kingpin in a soft but deadly voice. He had little use for the lack of sense this man was making.

Seconds later a scream was heard and the line went dead. The Kingpin looked out the window, it appeared that there was another costumed crusader who made it his mission to interfere with his business and he would find out who this "devil" his men spoke of was.

"Gwen, I'm here, sorry I was late," said Peter apologetically as he arrived for their double date with Liz and Harry and Gwen just looked at him, frostily. "I said I was sorry for arriving late."

"You didn't have the curiosity to call me and tell me if you were alright," said Gwen as she looked at Peter with an accusing look and Peter was baffled.

"Look Gwen, I'm here, you know, alright, right now, there's no need for you to worry, sure I got knocked around a bit but it's all fine," said Peter but Gwen just turned away from him, arms folded. "I told you it's not your responsibility to worry about what happens during my job. Everything is fine."

"Everything's not fine, Peter Parker and you know it," remarked Gwen accusingly after a minute. "Five seconds was all it would have taken. I was worried that you could have been…"

"I'm fine Gwen," persisted Peter stubbornly, not knowing what the big deal was.

" _Why is she pushing the issue so much?" thought Peter to himself in frustration._

"I don't see why you think it's such a big deal," added Peter but this was the wrong thing to say.

"It's a big deal if I have to learn things second hand that you're keeping from me," said Gwen throwing her hands up in frustration. Peter had usually been prompt about reassuring her that he had not been killed before or around the time his Spider-Man exploits popped up on the news. "Makes me wonder if you would be keeping your little secret from me if I hadn't pretty much confronted you on it?"

"Harry and Liz are here Gwen," said Peter evasively.

"Good, if you want to join them, then fine, but I'm heading home until you can figure out your priorities Peter," said Gwen coolly as she walked off without another word, leaving Peter frustrated and confused.

" _What's with her lately?" thought Peter in frustration, leaving him with the task of explaining to Harry and Liz why Gwen had decided to leave. "One time I don't call to tell her I'm okay and she flips out. She can't still be mad about me keeping all of the details of that night from her…you know what screw this, Harry and Liz shouldn't have their date ruined because of the drama of my life."_

With that, Peter slipped away, to change into Spider-Man. There had to be some petty thug somewhere to take his aggression out on.

Gwen returned home, a small voice in the back of her head telling her that she was being too hard on Peter, that he was under a lot of stress. Perhaps it was right but she feared one day that Peter would go into a battle that he would not walk away from. An air of uncertainty was worse than it actually happen to an extent.

A female cat burglar dressed in a leather bodysuit with a black mask obscuring her features slipped inside of a window in the museum. Careful not to trip any alarms, she searched for an item that a certain someone would pay big money for.


	29. Black Cat Part One

**Chapter Twenty Nine: The Black Cat Part One:**

The cat burglar carefully slipped inside of the museum. She took extra care not to trip any hidden alarms, not that she would have that problem. Over the past few weeks, she had studied the museum carefully, paying several visits under her civilian identity under the guise of charity work. It was quite the racket, but one that had paid off well and no one suspected a thing. She made her way through the alarm system.

"Pathetic, this museum's alarm system is about as tacky as its exhibits," she muttered shaking her head with a mixture of amusement and disgust, as she pried it open. It was a matter of pressing the right buttons and the entire museum's security system was shut down. There was no guard, on the inside at least, which proved how much the museum relied on their security system, as flawed as it was.

Dropping down, she could freely make her way towards her prize. She moved discreetly and carefully, not to warrant any attention. While the security system was disabled, she would be a fool to take any chances.

" _I don't get it sometimes, I mean, it's not like I was severely injured, just banged up a bit," thought Spider-Man as he swung across the city. "Okay, maybe more than a bit, but Gwen overreacted. I mean, she saw I was okay, I'm still walking. Besides, I've had worse. I don't see why she has to worry so much. Yeah, she's concerned, but it's not her burden to worry about. This entire Spider-Man thing's made a mess out of my life, everything used to be so simple."_

Spider-Man paused, as the city appeared to be rather quiet, much to his disappointment. Still he would give one more swing through, mostly because of lack of anything else to do, before calling it a night. His eyes flickered, before he paused. He could have sworn he saw a movement through the museum .

" _Odd, maybe I was imagining things, but still can't hurt to take a quick peak," thought Spider-Man as he swung in. The window had been recently shut. "Obviously if someone broke in, they were planning to shut it when they left, oh well, much easier for me. And I thought this night was a total loss."_

The cat burglar came across a secondary security system that she easily navigated with great agility and she switched it off. Carefully, she spied the case with a smirk on her face as she removed a hair pin from her glove and pried open the glass case, to reveal a jeweled plate. If she had paid attention in school a bit more, she would have been able to pinpoint exactly what time period it came from but she had better things to do.

Taking care not to bust the plate, she removed it from the case, but she heard someone drop behind her, as she stood slightly in the shadows.

"You know, visiting hours are long over and besides, the signs clearly state not to touch the exhibits," said Spider-Man as he lowered himself down. "You know, break it, buy it, that sort of thing."

"Spider-Man," said the cat burglar as she stepped out of the shadows and Spider-Man stepped back in shock. "What, surprised I'm a woman?"

"No, of course not, I'm an equally opportunity web slinger," said Spider-Man as he struggled to maintain his composure. He would be blind if he did not notice that she was wearing a skin tight black suit and it was throwing his focus off just a bit. He was only a teenage boy after all. Spider-Man rushed forward, in an attempt to apprehend the burglar while he could think somewhat but she dodged the attack, with expert agility. She did a somersault and landed on her feet right behind Spider-Man and he turned around. "Now, I'm going to have to ask you to be a nice felon and put the fancy artifact back."

"Or what, are you going to punish me?" taunted the cat burglar, with a saucy smile, as she dodged another attempt for Spider-Man to capture her. Those gymnastics when she was younger came in handy. "Maybe spank me and put me to bed?"

"Yes, er no, I mean I'm going to have bring you in," said Spider-Man flustered, as he attempted to capture her but she leapt and dodged his attacks, swaying her hips and moving very suggestively. "Will you stop doing that?"

"Why, am I going to make you shoot your webbing too soon?" she asked with a wink and Spider-Man aimed his web shooters, but she dodged the attack. "Awful intent in tying me up, aren't we?"

Spider-Man leapt forward but she avoided the attack. It was a very deliberate game of cat and mouse between the two.

"Female or not, I'm going to end this right now," said Spider-Man in frustration, as his opponent continued to avoid being webbed up. "I have had it up to here…"

Spider-Man paused, when he realized that he had not been formally introduced to his newest enemy.

"Name's Black Cat, handsome," she offered, as Spider-Man shot his webbing at her but it was bit too soon and she had easily evaded the attack. She put the plate down, so it did not break and she gracefully moved around, but Spider-Man grabbed her arm and had taken her down to the ground.

The Black Cat landed on the ground with a thud and she gave a pained groan, which caused Spider-Man to pause. He leaned down but was kicked right in the face by the Black Cat. He gave a pained wince, as her high heeled boot had struck him right in the side of the face.

" _Great, another injury," thought Spider-Man regretting his moment of indecisive immediately but the Black Cat moved towards the nearest exit._

"Well it's been fun Spider, but I always like to leave a man wanting more and I've got an very important meeting to get to, so ta-ta," said the Black Cat as she shot a grappling hook up and she scaled up the wall, making her way towards the window.

"Oh no, you don't," muttered Spider-Man as he shot a line of webbing up and began to scale up the wall as quickly as he could manage. He was not letting her get away, not this easily. Spider-Man made his way out of the window and looked from side to side.

" _She can't have gone far," thought Spider-Man as he carefully moved around on the ledge outside and he spotted the figure of the Black Cat._

"Not so fast, Cat," said Spider-Man as he moved around but the Black Cat managed to climb up the side of the building, with the web head gaining pursuit. She prepared to make an escape before Spider-Man swung out in front of her. "Going somewhere?"

"Some men can't take a hint," muttered the Black Cat, as she swung a fist right towards the web slinger but Spider-Man avoided the attack and grabbed her by the wrist. She very nearly dropped the antique, as Spider-Man held onto her. Her eyes averted down the side of the building and her knees shook fearfully "Okay, you've caught me, congratulations, please get me down from here now…I shouldn't have come up here."

Spider-Man paused at the look of fear, but the Black Cat reached into her glove and quickly pushed a dart into the neck of Spider-Man. The web head staggered.

" _I can't believe, she tricked me again," thought Spider-Man hazily, his thoughts slightly clouded, as his knees buckled, before he fell forward, as the Black Cat caught him with a smirk on her face._

Spider-Man tried moving but he was unable to, as the Black Cat slowly pulled up his mask. He set into pull panic mode, as he was about to be unmasked and there was no way to escape.

But in a moment, she paused, with a coy smile on her face.

"No, if the mask is removed, I want you to remove it and more," said the Black Cat as she leaned forward and kissed Spider-Man on the lips for a brief moment, pushing him against the wall. She broke free, as he was slumped against the wall, still barely able to move and in complete shock."Hope it was as good for you, as it was for me, web slinger."

The Black Cat leapt down, with her stolen goods, as Spider-Man was unable to move for several minutes. He could say one thing about this battle, he had never fought a villain that got inside his head this way.

And not to mention it was always depressing when the villain got away. Talk about adding insult to injury!

A figure moved from the shadows, watching the Black Cat leave. Eddie Brock stepped out of the shadows, with his camera and a triumphant smirk. Jameson would be pleased with these pictures for sure. Seeing the web head in such an act with a villain would make Jameson's day and the rest of his week, come to think about it.

The next morning, after having a night to cool off, Gwen had realized that she might have been a bit unfair in the way she snapped at Peter. Sure, he could have had the decency to tell her he was okay but she was really making a big deal out of a minor thing. She walked down the stairs, resolved to talk to Peter.

" _Dad must have went in early, oh well, I'll just catch a bite to eat on the way to school and hopefully talk to Peter…then," said Gwen as she paused, to catch the Daily Bugle on the table out of the corner of her eye and she turned, morbid curiosity getting the better of her._

Curiosity had the unfortunate ability to kill the cat or crush one's heart into dust whatever the case may be.

Gwen picked up the Daily Bugle, hardly able to believe it. She saw Peter and some villainess who apparently called herself the Black Cat, at least according to the caption. She stared at the paper, first in numb shock, as if able to scarcely believe what she was seeing, dropping the paper. Then sadness and then a queasy feeling, as she wondered if their little argument last night had pushed Peter into this direction, to make such a questionable decision. Then she realized that Peter had been odd and rather prone to avoiding her for short periods of time and she wondered if this was just an isolated incident. Her mind was clouded by the rage, incapable of logical thought, as she turned, shaking madly.

Gwen could hardly believe that Peter would do something like this but the proof was staring right at her face, taunting her, tormenting her. She felt ill and the urge to throw up, as her life was twisted into something quite unfamiliar. Peter getting super powers was something she could cope with to an extent, but this was an entirely different mess.

"You're late," said Richard Fisk coldly as the Black Cat walked into the study of his mansion at the outskirts of the city.

"Well, did you want the job done right or not?" asked the Black Cat as she held the golden plate out to him. "Still don't know why you want this thing, it's tacky."

"Well I can't consider you to have much taste, considering the type of men you seem to be involved with," said Richard Fisk and the Black Cat looked at him with a questioning look, as Fisk slid her the latest copy of the Daily Bugle.

The Black Cat looked at the paper, with a half raised eyebrow, amused vaguely about what the paper had said about Spider-Man and her, even though she was slightly disheartened about the fact that none of what the paper had said had actually happened. How she dreamed it may have happened after hearing of Spider-Man but it was completely false.

Then again the web head seemed a bit stiffer than she would have imagined but she could have remedied that easily.

"You should really think about considering a man with more class and sophisticating than a super powered freak," said Fisk with a leering look which caused the Black Cat to shudder. She felt like she would need a shower after this meeting and not in the good sense either.

"My payment, if you please, I have more important things to do," said the Black Cat calmly.

"Very well then," said Fisk as he shoved an envelope in the Cat's hand. She opened the enveloped and began to count the money but then frowned.

"This is only half of what we agreed to Fisk," said the Black Cat in accusing voice.

"Well if you had been just a bit more prompt and not wasted time, you would have gotten your payment in full," said Fisk silkily and the Black Cat took a step forward, but two burly bodyguards stepped in front of her. "Now, I wouldn't advise violence, unless you want to get declawed."

"Yep, haven't heard that one before," remarked Black Cat sarcastically as she rolled her eyes but the two bodyguards cracked their knuckles. "No need to show me to the door, I'll find my own way out."

"Good kitty," said Richard Fisk with another leering smile as the Black Cat turned, clenching her fists, very much wanting to strangle Fisk with them but she vowed to hit him where it hurts the most for any man, right in the pocket book.

Peter had went to school mostly in a haze. Once again, he had not known how he had made it home, it was just that he made it home. Everything was starting to come back to him, the battle with the Black Cat, who had made off with one artifact. He could hardly believe that someone would go to the trouble for such a tacky item but it had happened. The bruise he sported on the face for where the Black Cat kicked him stung, he hoped no one would notice or make a big deal out of it. He was chastising himself over and over again before letting her get inside his head and trick him not once but twice.

Peter spotted Gwen as she walked towards the school, in a distracted state. This was another bridge that he had to cross and it was better sooner than later.

"Gwen, Gwen!" called Peter but she had moved away from him, turning her back on him, with a cold, distant expression on her face. "Look, I'm sorry…"

"You should be sorry, Peter!" snapped Gwen angrily. "I don't even know if I can ever trust you again."

"Gwen, you're making a big deal out of nothing," argued Peter but the look she gave him had sent shivers down his spine.

"Oh, it's nothing, huh, Peter," said Gwen. "Maybe you think I'm nothing. Shows how much you value our relationship Peter. I don't think you'll have to worry about me anymore!"

Gwen walked off, coldly, eyes narrowed in anger, as she felt her stomach turn. She could not believe that Peter could be so dismissive about this thing with the Black Cat.

"Man, Pete, what did you do?" asked Harry as he walked up, watching the fight between his two best friends and Peter just shrugged. He had no idea how Gwen could be making such a big deal about not checking in with her after his battle with the Shocker."Well whatever it is, I'm sure she'll get over it and if not…well I guess life goes on, eh, Pete?."

" _Thanks for the sympathy, Harry," thought Peter. "Still can't believe she'd be pissed off about one isolated incident like this. Still...I'd rather fight about a half dozen of my greatest enemies than having to deal with Gwen when she's mad."_

Peter walked off, miserable and quite disheartened. Until his ordeal with Sinister, everything had gone great between him and Gwen. Now, everything was crumbling to dust. Then again, this entire Spider-Man thing was giving him nothing but trouble to begin with. Sure he saved many lives, but did the positives really outweigh the negatives?

Peter Parker was beginning to doubt that more than ever.

"Father, I have it, but what's the significance?" asked Richard Fisk, talking to his father on the secure connection in his mansion. "I mean, there are far more valuable pieces at the museum."

"Value is in the eye of the beholder, this piece holds a great deal of value, as it once belonged to Silvio Manfredi, but was confiscated when he was brought down," said the Kingpin smoothly. "It is sentimental to the Manfredi family and the fact remains that it is rumored to offer a clue of where some of Manfredi's unclaimed wealth is hidden."

"Why bother with an old man who is wasting away in prison?" asked Richard.

"My boy, Manfredi is due for parole within the next year and he may attempt to reclaim what he lost," said the Kingpin as if this answered everything. "His body may wither but the mind is the most important aspect of this game and it still remains strong within him."

"Of course, sir," said Richard. There were times where the younger Fisk wondered why his father did not just knock off anyone who rivaled him. He was the Kingpin after all and could order the death of anyone he chose. Yet, he decided not to, more so recently.

The day had gone on rather slowly, with Peter wanting to talk to Gwen, but she seemed bound and determined to go out of her way to avoid him. Once again, he found it rather hard to believe that she would just not talk to him over something that was not just a big deal.

" _Not here," thought Peter in despair, as he sat down at a table, more than anything to collect his thoughts._

"Peter?" prompted Kitty Pryde as she sat down next to him which caused him to bounce up with a start and it took a few seconds to regain his composure.

"Oh hi, Kitty, what's up?" said Peter with a forced smile and Kitty just raised an eyebrow at him.

"I think I should be asking you that question," said Kitty. "I mean, it's all over the school, I mean I can't believe you haven't heard it…."

"Gwen and I are fighting, that's about the only thing that could have spread this quickly," said Peter with a frown. "And besides, it's not like we're that important in the social order at this school, to merit any conversation."

"You might not be important, but a certain web head is more than important enough to get the entire school in a buzz," said Kitty and Peter looked at her in confusion. "The Daily Bugle today has an article about the Spider-Man and the villainess known as the Black Cat, detailing their torrid affair."

"That's absurd," managed Peter after a moment's thought.

"It also has a picture, that looks bad, really bad, especially from the angle its shot at," said Kitty. "I'm no expert on photography, but whoever took it was obviously trying to make Spider-Man look bad. Some guy named Brock or something or other.

"Eddie Brock," said Peter in frustration. Brock was always out for a quick couple of bucks and something like this seemed to be right up his ally.

"So what happened?" asked Kitty nervously, breaking the tension.

"Well she faked being scared, I fell for it, and then when my guard was down, she drugged me," said Peter. "Then she pulled down my mask and...well you know."

"Kissed you," offered Kitty.

"I couldn't have resisted it," said Peter but something had struck him.

_"So Gwen thinks that...oh my...then..." thought Peter, it slowly coming to him, as he suddenly felt queasy at the thought. "When she thought I was talking about...she was really talking...oh my...good one Parker...you really messed up this time. You blew things with Gwen, worse than when you snapped at her for something that's not her fault after that night."_

"Peter, are you okay?" asked Kitty as she looked at her friend. "Maybe you should go to the nurse's office?"

"No, I just suddenly lost the urge to eat," said Peter.

_"Not to mention the will to breathe," thought Peter to himself dismally before he gave his head a small shake. "No Peter, not healthy to think those thoughts, just got to...yeah give up being Spider-Man because it's what caused this entire mess in the first place."_

"Maybe you should swing by the mansion after school, if you want to talk, away from prying ears," muttered Kitty.

"No, thanks, but I'm heading straight home," said Peter dismally as he looked up. Gwen seemed to be avoiding the lunch room at all costs or more likely avoiding him.

"Peter?" asked Aunt May in concern at dinner, as she looked at her nephew. "You barely touched a thing, you're looking rather sickly today. You aren't coming down with anything, are you?"

"Of course not, Aunt May," said Peter in the most unconvincing voice possible, so unconvincing that even Aunt May was not fooled.

"Peter, something's wrong or something's bothering you," said May as she looked at him but she had seen something immediately. "You and Gwen had a fight."

This was not a question, rather a statement.

"Yes, Aunt May, but it was nothing, just a misunderstanding," said Peter but once again Aunt May was not convinced.

"Peter, whatever it was, it must have been an awful lot of nothing to have you worked up in such a state young man," said Aunt May. "I worry that you stress yourself out too hard..."

"You won't have to worry Aunt May, really, I'm cutting back on my work," said Peter, who had made a mental note to resign from the Daily Bugle. After all what was the point if he did not have any photos of Spider-Man to take considering he vowed to give that up after all the trouble it caused.

"That's nice dear, but we're getting off the subject of you and Gwen," said Aunt May and Peter looked on with dread. "Fights happen, Uncle Ben and I didn't have the perfect relationship, we had our share of disagreements but it made us stronger. Sometimes these things happen."

"Then you should think I should talk to Gwen," said Peter.

"Give it a few days to cool off, Peter, so you can both think rationally," said May. "And you should really eat something in the meantime so you can think straight. You wouldn't want to worry me, would you?

"Where is Parker?" demanded Jameson angrily a couple of days later. "He normally shows up with photos by about now. Granted they're not good but at least he shows me with something. We can't keep running with this Spider-Man/Black Cat angle forever, no matter how enticing it might be to show that the web head's not only involved with the criminal element, but involved if you know what I mean."

The office in the Bugle was so quiet that if there were crickets, they could be heard chirping. Jameson just shook his head in disgust that no one got his joke.

"Ah it will come to you in a couple of hours," said Jameson before he got back to the matter at hand. "Parker..."

"I told you, Mr. Jameson, he resigned," said Betty Brant in an exasperated voice and this little news brought a smile to the face of one Eddie Brock. With the web head's reputation tarnished and his competition apparently out of the picture, Brock was on the top of the world. Sure, the pay was scarcely better.

"I know what he said, Miss Brant," said Jameson. "He's a teenager, they get in an uproar if their shoes are ten seconds out of date and pout. Parker will come crawling back sooner or later, and I'll have more photos of that web head. Maybe his new partner in crime will be it."

"There's been nothing about Spider-Man, since the incident," said Robbie as he looked towards Jonah. "It's almost like he's vanished from the city."

"Or maybe he's plotting," said Jameson in a stubborn tone of voice before he scanned the latest headlines. "And what's this tripe about a mysterious figure attacking petty criminals, and the criminals claiming the very devil came down on them? LEEDS! I pay you for news, not fairy tales."

"It's just that, Mr. Jameson, there's a new vigilante in town apparently," said Ned but Jonah just waved it off.

"What's good is this news if we don't have pictures?" asked Jonah, nearly grumbling before he turned Brock. "BROCK! I want you to take a closer look. Don't leave any stone under turned. Whoever this devil is, I want photos of him, if he does in fact exist. Give me proof whether it's real or an elaborate hoax. We need a new angle to work with until the web head crawls out of his hole."

"Right away, boss," said Brock with a smirk. This "devil" as he was called would be the biggest break in his career, if he got some good shots and there was no Spider-Man or Parker to muck it up this time.

"Gwen was all up for joining us until she found up you were coming along, Pete," said Harry, as Peter walked with Harry.

"You two still aren't talking to each other," said Liz in surprise and Peter nodded his head. "You two have never fought and almost overnight…I don't understand it. I don't see how you could have done anything that could have gotten Gwen so mad at you."

"Yeah, but I guess some things weren't meant to be, Pete," said Harry but Peter just stood there. "I'm just glad that I was able to have some free time."

"Yeah sitting in a board room surrounded by people telling you that you're doing a good job and your father would be proud, must be hard work," said Peter, a bit more harshly then he normally would in most cases. Liz frowned, but Harry looked like it did not bother him.

"Hey, its work, I'm just holding down the fort until Dad's done being a guest of the tax payers of New York," said Harry with a shrug, as he walked with Liz. Peter looked at them, they looked so happy, without a care in the world.

" _Like how Gwen and I should be, like we were, and how we would have been had it not been for that stupid bite," thought Peter bitterly._

"Gwen still mad at you I take it," said Kitty, as she phased out from behind the wall behind Peter, when she was certain no one was looking and Peter gave her a look. "Did you try to talk to her?"

"Yes and I got quite acquainted with the sound of a phone being abruptly hung up in my ear," said Peter with a tone of bitterness in his voice.

"She still hasn't cooled down after a week, I would think she would be like smarter than this," said Kitty.

"She might have been, it's all on the account of that thing with the Shocker, where I didn't tell her that I had escaped the battle mostly in one piece," muttered Peter in a dismal voice but a sound of an alarm across the street and several people screamed, as a medium built man in a silver bodysuit rushed into the streets, having committed a robbery of sorts.

Kitty looked at Peter, who did not make a movement to leave or give the pretext of giving a flimsy excuse to exchange. The sirens indicated the arrival of the police who all moved in to apprehend this colorful fugitive.

"Hands up and there will be no need for a struggle," said Captain Stacy but the super villain just laughed in amusement.

"I prefer legs up, Captain," said the villain, activating a mechanism that caused his legs to rise up and run over the police force easily, before he bounced up, scaling up the building. "You fools just better give up, because none of you can hope to take down Stilt-Man."

"Stilt-Man?" muttered Kitty in disbelief before she turned to Peter, who just stand there, calmly watching the spectacle as a bystander, without making the attempt to save. "That guy doesn't seem too tough, Spider-Man can take that clown easily!"

Peter just remained immobile and Kitty cleared her throat, as the Stilt-Man was making a clean getaway.

"I said Spider-Man could take this clown down easily," said Kitty stubbornly, giving Peter a nudge.

"I heard you the first time, but Spider-Man's no more," muttered Peter so no one else could hear as he watched the Stilt-Man gain further strides with his telescopic legs.

"And he got away," said Kitty with a sigh as she looked at Peter with disappointment.

"The police can handle it, they're being paid for it," said Peter dismissively waving his hand.

"You know, this flies in the face of everything that Spider-Man stands for," said Kitty. "I mean, there are people counting on him."

"There are other heroes on this city, I'm sure they can manage," replied Peter as he looked away. He had made up his mind. "Look, I'm not in the mood for this, Kitty."

"What ever happened to great power coming with great responsibility?" asked Kitty quietly and Peter looked at her, wincing slightly, showing a sign of regret at the last words his Uncle Ben told him before he was murdered and how he was not in fact living up to him.

The Black Cat slipped onto the grounds of Richard Fisk's estate rather easily, as she spotted the younger Fisk leaving. She easily made her way down an inattentive and quite dimwitted security guard, someone that she could get around easily.

The security was not that difficult to get around either. Fisk seemed arrogant enough to believe that no one would dare break into his cushy little mansion and now the Black Cat made her way into the room.

"Jackpot," muttered the Black Cat gleefully as she saw what must have been billions of dollars worth of diamonds and other jewelry. Fisk had just a small fortune in this room and it would leave her mark. She would be compensated for the money she was jilted out of, with substantial interest.

He was about to have a string of financial hardship for crossing the Black Cat.

"Robbed, you say?" inquired Wilson Fisk in a calm voice, as if this was not a concern.

"And those priceless diamonds stolen, it's a travesty and I know who did it as well," said Richard. "It was the Black Cat."

"Well, my boy, you should have had spent more on tighter security and not on the luxuries of life," said Wilson briskly. "You'll find it's a necessity to protect what few luxuries you do have."

"She stole over thirty billion dollars worth from me," argued Richard. "I say we make her pay for crossing us…"

"My boy, its mere pocket change, nothing to get worried about," interrupted Wilson, who had far more pressing matters to deal with, given the vigilante that was now haunting his men, this so called"devil".

"Nothing to get worried about?" challenged Richard. "She needs to be taught respect."

"I insist you let this matter go and build on it as a learning experience," said Wilson over the phone. "Now, as much as I'd like to continue taking, I've got important business to attend to. Good bye, Richard."

"Good bye, father," said Richard but he was not about to let this go. He knew his father or anyone in his employ would not help him but there were others that he could enlist. There was more than one way to skin a cat, so to speak. He picked up the phone and dialed up. "Montana, I have a job for you and the rest of your Enforcers. I want this done discreetly and you will be paid handsomely."


	30. Black Cat Part Two

**Chapter Thirty: The Black Cat Part Two:**

" _So the Black Cat's still at large," thought Peter as he had read the Daily Bugle, detailing the break in at the Richard Fisk mansion. "Still can't believe a selfless humanitarian like Wilson Fisk has such an utter jerk of a son but then again, Harry turned out alright, mostly, and look who his father is."_

Peter reached underneath his bed, before he pulled out his Spider-Man costume and web shooters, as he looked at it, mulling it over in his mind.

" _She might not be the most dangerous criminal I've ever fought, in fact she's rather harmless all things considered," thought Peter, as he came to the all too painful conclusion of what she must do. "Still, giving up Spider-Man isn't the answer."_

Peter looked at it with a frown but he just shrugged. He doubted that he was seriously going to give up being Spider-Man. As long as he had those powers, Uncle Ben's words were always echoing in the back of his head.

" _Yes, Cat, you might have won the first round but I'm not going to get caught off guard this time by you," said Peter as he pulled on his mask and web shooters. "I've got to just focus and keep my head in the game, think with my brain and not other parts."_

Spider-Man was ready to swing back into the city after being out of action for a week. With the Black Cat still at large, it was just something that he had to do.

"So Kitty, you said you wanted to talk to me, so let's talk," said Gwen as she arrived at the park after school that afternoon.

"Well, you seem to not to want to talk with Peter and let him give his side of the story," said Kitty calmly and Gwen just frowned, with an angry look on her face.

"So this is what this is all about, look, Peter seemed to brush it off like it was nothing," said Gwen.

"Is this about the Shocker thing or the picture in the Daily Bugle, a paper that has a reputation in tearing your boyfriend's reputation down whenever possible?" asked Kitty. "Gwen, he's miserable, he just got over it just enough to be Spider-Man again and I can see you'll miserable too."

"I don't know if I can ever trust him again," said Gwen. "He…"

"Was drugged and she kissed him, I don't know why and neither does he, but she just did, most likely to get in his head and distract him," said Kitty and Gwen looked at her. Truth be told, she didn't want to believe that Peter would do something like that but the way he had been acting lately, she perhaps jumped to the obvious and obviously wrong conclusion."He could not have pushed her off even if he wanted to and believe me, he wanted to. Do you think he would throw away years of friendship between you to just like that?"

Gwen paused. No she honestly could not say that Peter would, even if he was off.

"That night, something happened, I don't know what, but when Peter, Jean, and Scott returned, they looked like they might never be the same again," continued Kitty calmly. "Peter more so, I don't know how much he revealed or not, I was just told calmly that it was none of my concern and he was fine."

"I just know it was something to do with how he got his powers," said Gwen calmly. "As if I'm not burdened by that enough as it is."

"You can't blame Peter, I think if he had a choice, he would give up those powers, especially if it was for you," said Kitty but Gwen's eyes snapped up towards the younger girl's face. She decided to voice a thought that had been nagging her at least on a subconscious level ever since Peter gave his powers.

"No, Kitty, it's not Peter's fault, he wasn't the one who brought up the exhibit that we went to where it happened," said Gwen in a look of guilt on her face. "It was me who brought it up, if I hadn't opened my mouth about it, Peter would still be normal and…."

"He might be, but how many lives would have been lost with no Spider-Man?" asked Kitty.

"It may be true, but every time he gets hurt, I have to live with the small part I've played and the fact is I've encouraged him, I was supportive, because I thought it would be just something that he was guilty about after his uncle was killed," said Gwen as she took a deep breath. "But he's risked his life too many times. After the Shocker thing, I panicked, I didn't hear from Peter so I thought the worst and…"

"You pretty much lost it," summarized Kitty.

"I mean it was something that I had bottled up for sometime," said Gwen. "It's just that, I don't want to see Peter get himself killed but it's not like I can do anything to force him to give up Spider-Man. Even if I tell his aunt, which I don't want to do, she does have more than enough to worry about after all, it wouldn't stop him. He's got it in his head that he has to do it because of what happened to his uncle and it's noble, don't get me wrong, but I'm afraid one day I'll get a phone call and….well I don't want to think about it."

"Talk to Peter, just do it," said Kitty.

"I will, I just hope he'll forgive me," said Gwen with a sigh. She perhaps had blown this entire Black Cat thing out of proportion and the Shocker thing even more so. "I'm going to head over right now…"

"I don't think he'll be home until way later, as he's on the prowl for…a certain criminal," said Kitty trailing off reluctantly and Gwen closed her eyes. "He's been after her for the past three days but no luck."

"I know I just hope that Peter doesn't get himself in too much trouble," said Gwen after a deep breath.

"It's Peter," responded Kitty. "Of course he's going to get himself in trouble. The question is if he can get himself or not out?

" _I think he will, I have faith in him," thought Gwen, mentally bashing herself for doubting Peter in the first place. A couple of misunderstandings, one of them a huge one, but they would have to talk it out later._

" _Three nights and little luck, maybe I should give this up as a lost cause," thought Spider-Man to himself as he continued to swing from building to building but he gave himself a small shake of his head. "No, she's somewhere, I just know it. I just wish I had a bit better plan than swing aimlessly around the city and hope for the best."_

Spider-Man continued his journey around the city but he paused, as he saw a flicker of movement out of the corner of his eye. He looked around and much to his surprise, he saw the Black Cat discreetly slipping inside of an opened window of a warehouse. It was only a brief second but there was no mistake that this was her.

" _Well how about that, luck actually favors me for once?" thought Spider-Man as he moved around, shooting a small bit of webbing to keep the window open and prevent if from closing. He then swung over, with determination on his face. "Okay, Spidey, keep your head in the game. Don't get distracted. She'll exploit it, just like she did last time and you'll be back to square one."_

He moved inside, ready to make the most of this opportunity.

There was unlikely to be a second with the trouble he had tracking down the Black Cat. She seemed to be unwilling to draw as much attention to herself as a lot of the other criminals that Spider-Man had gone against.

"They said to meet them here for a job," muttered the Black Cat to herself but she turned around, to see a figure drop behind her.

"You know, talking to yourself out loud is a good way to get caught," responded Spider-Man as he looked at the Black Cat who took a step back in surprise.

"Spider-Man, long time no see, didn't expect you to show up," said the Black Cat with a smirk but she looked over Spider-Man. "Unless you were the one who sent the note. Guess you aren't as innocent as you make yourself out to be."

"No, I'm here to finish what we started last time we met," said Spider-Man before he amended his statement quickly at the raised eyebrow of the Black Cat. "To bring you to justice."

Spider-Man shot a line of webbing right at her just as he talked in an attempt to catch her off guard but the Black Cat leapt out of the way. Both costumed opponents circled each other, before Spider-Man rushed at her but Black Cat flung him into the ground. Spider-Man landed, before he scaled the wall and shot his webbing down, but she rolled of the way. Spider-Man caught some of his webbing on a crate, but he quickly let go and dropped down.

"Why do you're so insist to get me arrested?" asked the Black Cat as she gracefully back flipped over the charging Spider-Man but Spider-Man turned around and he shot a line of webbing towards her. She barely avoided being webbed up. "I mean, if you want to see me handcuffed, I'm sure we can arrange something."

"I'm not going to put up with your little mind games, this time, Cat" said Spider-Man in a stiff tone of voice as he attempted to focus but once again, she was slowly getting inside his head. He struggled to stay focused.

"Oh, I can play other games," said the Black Cat but Spider-Man shot webbing right around the Black Cat. The webbing wrapped around her, but she managed to just slice enough of the webbing on a nail to escape before she sprang up but Spider-Man caught her boot and threw her to the ground. She did a forward roll and landed on the ground. "I mean, we're not too different. You fight criminals and to an extent I do too. I mean a lot of those people I steal from, most of them have a few skeletons in their closet. "

"We're completely different!" yelled Spider-Man.

"Not exactly, you fight scum, I take money from the pockets of scum," said the Black Cat. "None of this is done to inflate my own bank account. Quite frankly, I don't need the money."

"Then why do you do this?" asked Spider-Man as he avoided another attack by the Black Cat, and sent her spiraling to the ground. "I mean, if you fought crime instead of just stealing from others, you'd be a lot more effective."

"That would be dull," responded the Black Cat with a mock yawn as she deflected Spider-Man. "You seem awful intent in making me switch sides, Spider. We must have connected during our last time together. Maybe we can do this some time without masks and maybe without…"

"You aren't going to get underneath my skin this time," said Spider-Man to himself, as he knew what she was trying to do.

"A pity," responded the Black Cat in a bored voice. "You can't deny that you didn't feel something."

"Yes, I felt disgust when I realized I had been had and shame that I fell for such an easy trick," said Spider-Man. "Besides, you don't know how much trouble that one incident got me in."

"Really, sure the Bugle had a go at you, but they do that anyway and…oh, I get it, you are already seeing someone or by my guess was seeing someone," said the Black Cat as she went for Spider-Man but Spider-Man scaled the wall to avoid her attack. "But you wouldn't get into trouble unless…you told her you were Spider-Man."

Spider-Man didn't answer, instead he was more insistent on taking down his opponent and he would not be distracted. Not this time.

"Talk about whipped," commented the Black Cat as she avoided an attempt from the web slinger. "Of course if you're into that kind of thing…."

She was caught off guard by a glob of webbing splattering against her mouth. She lowered her hands to pull it away and suddenly, several lines of webbing shot out. The Black Cat managed to pull her gag off but she was caught against several posts. Spider-Man dropped down as the Black Cat struggled and squirmed for several minutes but it was a tight fit.

"Guess, I was the dominating one," said Spider-Man but he caught himself, realizing what he said.

"Hey, I can go either way, in more ways than one, that's not necessarily a bad thing," said the Black Cat. "Now how about you get me loose and I can see what you can really do with that webbing."

"Sure, once I get in touch with the police so they can bring you in," said Spider-Man and the Black Cat just slumped her head, with a saddened look on her face. "And that trick won't work on me again. "

Foot steps were heard in the warehouse and a second later, the web slinger's spider sense went off and he turned around, to see a trio of men. One was a man with a wiry built, the other was a very thick man who had muscles on top of his muscles, and then a tall man wearing a white cowboy hat walked forward, with a lasso in hand.

"Beat it junior," said the leader of the group. "This here is Enforcer business, son, and we have no beef with you, Spider-Man. So why don't you head on home, bug and let us take care of this little problem with the Black Cat."

"Wait, Montana," said the wiry looking man. "They've been saying that Spider-Man and the Black Cat are in cahoots."

"Oh yeah, that's right, Fancy Dan," said Montana. "So, we've got to squash us a bug as well. Ox, I believe that's your line of work."

The large man, Ox, grunted, as he cracked his knuckles. He charged Spider-Man but the web slinger ducked out of the way, before he leapt onto the large man's back. Ox attempted to grab onto Spider-Man but Spider-Man shifted his weight and caused the big man to land down on the ground with a thud.

Spider-Man got up a second, before he got blitzed right in the chest with a roundhouse kick by Fancy Dan. He landed right by the Black Cat, as the other Enforcers moved in.

"Who are these guys?" grumbled Spider-Man. His ribs, which were still tender after the battle with the Lizard, had been aggravated once again by that Fancy Dan kick.

"Hired goons, work for the highest bidder," said Black Cat breathlessly. "They're obviously here to kill us for working together."

"But we're not working together," muttered Spider-Man.

"Well we are now," said the Black Cat as she finally freed herself. "You take out the two on the left, I'll take out the leader."

"Now wait a minute…" started Spider-Man but he could not finish his sentence as Fancy Dan attempted to kick his head in, but Spider-Man dodged the attack. He moved in to attack the martial artist but Fancy Dan kept bobbing and weaving around his attacks and eventually kicked Spider-Man right into the waiting grip of Ox, who attempted to crush Spider-Man with his bare arms.

" _Got to get free somehow," thought Spider-Man as he gasped, in an attempt to kick off but Ox kept his burly arms around the web head, as he watched Montana do battle with the Black Cat._

"The Enforcers have come to do a job and you won't get away with this," said Montana as he attempted to lasso the Black Cat but she avoided it. Montana moved in but the Black Cat flipped to her feet and aimed a punch.

"Yeah, right, like a bunch of goons could finish me off when Spider-Man even couldn't," said the Black Cat as Montana cracked his rope but he had just lassoed a crate.

"My boys are taking care of the web head just fine, girl," said Montana and sure enough, Ox held Spider-Man, as Fancy Dan measured him.

Fortunately for the web slinger, he slipped out of the large Enforcer's grip and Fancy Dan caught Ox right in the chest with a kick. Spider-Man scaled up but Fancy Dan jumped up and knocked Spider-Man out of the air. The Black Cat moved over to help, but she left herself open to Montana, who managed to tie the Black Cat up. She struggled but Montana held her tightly as Fancy Dan continued to deck Spider-Man, with Spider-Man attempting to sweep his legs out from underneath the skilled Enforcer, but he found this harder.

"Don't worry, I'll make this quick, you won't feel a thing," said Fancy Dan as he pulled a switchblade out and yanked the rope. The Black Cat was in a tight spot and this time, she could not wiggle out. In a way, her luck seemed to have run out. She knew that it would take a swift motion once she got close enough and Montana would slice her throat.

Spider-Man tried to move into help, but Fancy Dan had knocked him for a loop. Ox stepped over, with a grunt, as he grabbed Spider-Man's head, fully intent in crushing it.

Suddenly in an instant, the warehouse had filled with smoke, obscuring the vision of all of the occupants.

Montana tried to look around, inadvertently allowing the Black Cat to slip through his grasp and seconds later, he was knocked completely unconscious.

Ox fell seconds later, followed by Fancy Dan, none of them even seeing these attacks coming.

Spider-Man looked around, through the smoke, as it slightly cleared, seeing a figure dressed in red with horns escaping. He could make out the letters "DD" on his chest, before he disappeared into the night.

" _It must be so called devil…he's real…but who is he?" thought Spider-Man in confusion. "Lucky he showed up when he did, he wiped out the Enforcers."_

The Black Cat was on her feet, and she quickly made a getaway while Spider-Man was preoccupied.

"We'll meet again someday, Spider," she muttered as she turned and slipped into the darkness.

Spider-Man turned and the Black Cat was gone but right now he was just going to let her go. She did help him against the Enforcers, even if it was kind of her fault that he had to deal with them in the first place.

" _Guess I better get these guys wrapped up, even though I don't think that's going to be much of a problem," thought Spider-Man as he did so, but the Enforcers appeared to not be getting up any time soon._

Peter Parker was in remotely good spirits in the morning, at least as much as he had been in the last couple of weeks. The Enforcers were behind bars, he had given Jameson photos of the battle, including proof that the Black Cat and Spider-Man were not criminal cohorts, even though the Daily Bugle publisher framed it in a manner that it was a disagreement. Of course, the greatest triumph of all was actually getting Jameson to pay a decent amount for a picture of the mysterious "devil" that Peter's camera somehow caught in the battle. Even Jameson could not argue about this, especially when Peter hinted that there were other papers in the city that might want the picture of Jameson did not.

The look on Eddie Brock's face was priceless when he had saw Peter returned to the Bugle. If nothing else, Peter got some amount of amusement out of that.

He had just finished breakfast and wondered what he would do today. Perhaps his good fortunate would continue if he could actually get Gwen to pick up the phone and talk to him.

Just as he was thinking of doing just that, his cell rang.

"Hello," said Peter.

"Hello, Peter," said Gwen.

"Gwen?" asked Peter in surprise, nearly dropping his phone. After she had not spoken to him in about a week and a half, he was about ready to give up home. "Er, hi."

"Peter, can you come over in about an hour?" asked Gwen seriously. "We need to talk about what happened."

"Right, sure, see you then, Gwen," said Peter, with a bit of apprehension. Her tone was even and he could not tell where her state of mind was.

Peter raised his hand and knocked on the door. He stood there and seconds later, it opened. He was face to face with Gwen, as they both looked at each other, in silence, neither apparently wanting to say the first thing.

"Hi," said Peter nervously.

"Hi," replied Gwen before she completely broke down. "Look Peter, I was an idiot, I should have trusted you, in fact, you probably had a good reason for what you did and the Black Cat thing, that was over the line how I freaked out."

"I should have told you I was okay, Gwen," said Peter nervously. "The thing is…I didn't think you needed to worry about it. I know now that's stupid, but…you shouldn't have to fight this battle. It's not your responsibility. You weren't the one who was given this great power."

"Peter, if I never suggested we would have went to the exhibition, you would have never got bitten," said Gwen and Peter raised his eyebrow. "Every night you go out, every criminal you fight, I feel it's my fault that you're out there."

"Gwen, you never twisted my arm to go there or to be Spider-Man or do anything," said Peter. "If nothing, you've been supportive and is that really a crime?"

"Still I feel it's my fault that you can't have a normal life, if I never suggested that we went to that blasted exhibition," said Gwen in frustration.

"Gwen, you couldn't have known," answered Peter simply.

"Just like you couldn't know that letting that burgular get away was going to have the consequences it was going to," said Gwen and Peter could not quite formulate a response to that and it took him a minute to collect his thoughts.

"Gwen, if you want me too, I'll give up being Spider-Man at a drop of a hat, for you," said Peter. "I did some good, but…"

"Peter, that's sweet that you'd do that for me but we both know that's unfair," said Gwen as she grabbed Peter's hand. "As long as you still have those powers, there will be a part of you who is guilty that you couldn't have done more. And I would feel guiltier."

Gwen paused as she looked at Peter thoughtfully.

"It's not my call no matter what, a part of me wants you to give it up but at the same time, I realize that it's important for you to put on that mask," said Gwen.

"But being Spider-Man nearly destroyed us?" argued Peter.

"No, a common human misunderstanding nearly destroyed us, it could happen with any couple," said Gwen but Peter just raised an eyebrow. "Okay, maybe not exactly the way it happened, but we had our argument and it's over, it's done with. The point is, if you don't continue to be Spider-Man as long as you have the power, no matter how much I worry, you wouldn't be living up to your responsibility."

Gwen looked at Peter for a brief moment.

"And you truly wouldn't be the person I love any more," said Gwen as they embraced and kissed. After about a minute, they slowly pulled apart, a whole new appreciation of where they were and if anything a stronger relationship.

Still there was one more loose end that Peter or rather Spider-Man had to clear up.

Stilt Man escaped the site of his latest heist. The police would never catch him, as he would rise out of sight, but suddenly Spider-Man swung right in front of him.

"Not so fast, Stilt Man, you won't get out of this one," said Spider-Man as he lowered himself down as Stilt Man just laughed at Spider-Man in amusement.

"So come out of hiding have you Spider-Man?" taunted Stilt Man, as he held his ill gotten gains. "You can't hope to defeat me."

"Yeah, I've heard that from villains far more dangerous than you, pal," said Spider-Man as he dove towards Stilt Man but the villain sprang up, using his stilt legs. Spider-Man put the breaks on and shot webbing, which stuck the feet to the ground. Stilt Man grabbed onto the ledge and tried to pull himself up but he found himself immobile.

"What the…" stated Stilt Man as while his suit was guarded against adhesive, the ground was not and his feet could not break free from the webbing that was stuck firmly on the ground. His legs retracted, as he came face to face with Spider-Man, who was hanging upside down. He tried to retract himself upwards again but Spider-Man pulled himself up where he was face to face with Stilt Man. Once again, with his feet webbed to the ground, he was stuck and Spider-Man reared back. One punch and Stilt Man's retracted legs snapped backwards, before they slammed down in pain.

Another punch and Stilt Man was out on his feet. A third punch rocketed the villain backwards and put him down for the count.

Spider-Man swung into the night, with the police finding him a short time later.


	31. Diplomatic Breakdown Part One

**Chapter 31: Diplomatic Breakdown Part One.**

"It looked much worse a couple of months ago," insisted Harry to Liz, Gwen, and Peter. as he pointed out the section of the sea from the coast where Norman Osborn had decided to dispose of some hazardous chemicals

"I don't think I even want to think about it," said Gwen as Peter nodded.

"Must have been really bad," said Peter and Harry responded with a confirming nod.

"Yeah, the damage was already done, people got sick, we had to settle," said Harry. "My father won't be too happy when he comes back."

No one wanted to be the one to have to lie to Harry and tell him that his father understood that he did what he had to do because it would sound unconvincing.

"When is he coming back?" asked Peter curiously.

"Who knows, he might be out by Christmas, if he checks out according to Dr. Hamilton," said Harry. "Then again, he could have gotten out months ago. I wouldn't think that he would trust me with the company this long."

Harry sighed.

"Court date for the last case is next Friday, at least the last one I know about," said Harry but he looked around. "Well…I guess we better get going. I mean, dragging you out here to see this, when we should be hanging out and having a good time. I mean, why worry about what happened in the past?"

"I kind of would Harry, considering it's your responsibility until your father is released," said Gwen but Harry just shrugged.

"I'm sure Harry's taking this very seriously, look at all the hours he works," said Liz defensively.

"Not nearly as much as Peter though," said Harry. "All those pictures, you just having to be in the right place at the right time when Spider-Man shows up. I wonder how you do it."

"A bit of skill and a lot of luck," said Peter but suddenly his spider sense flared in. It took him several seconds of looking around, trying not to seem too panicked, before a scream from Liz had caught him off guard.

A tentacle had shot out of the water and had grabbed Harry. It was the oddest sight imaginable and it was appeared time was frozen as no one could believe what they were seeing.

"HARRY!" screamed Liz and Gwen in unison.

"Help me!" shouted Harry as he struggled but was dragged underneath the water. Peter shook his head, as he turned to the two girls.

"Police, contact them down, flag someone down if either if you see them," said Peter quickly to Liz and Gwen.

"Wait, where are you going?" asked Liz in a panicked voice.

"Peter's going to go get help from the other end, right?" said Gwen.

"Yes, help, now get going, Harry, remember," said Peter without taking a breath and the two girls moved off, as Peter moved around. It took him a moment to get back to the beach house so he could change.

Looking from side to side, Spider-Man emerged on a line of webbing and swung right towards the water.

" _I can't believe I'm going to do this," thought Spider-Man in disgust, as he looked at the water. "The things I do for my friends. Well, hang on Harry."_

Spider-Man jumped into the water. The icy cold, mucky, polluted water. He held his breath. He hoped he could catch up, because if Harry had been taken too deep, there would be no way he could catch him.

" _A few minutes, at most," thought Spider-Man, as his head began to lighten but he tried to focus. "It's official. I hate Octopuses, or is it Octopi? Oh well, whatever, I don't like them. Chalk that up to bad experiences in the past, I guess."_

Spider-Man went about as deep as he should logically go but the fact that his friend was in trouble pushed him. He doubted Harry could survive for long down here and he tried to clear his head.

" _Just need another minute," thought Spider-Man but what he was pretty sure was his spider sense had went up. Or maybe he held his breath so long he was beginning to be delirious, before passing out. Two figures dressed in black armor with weapons swam towards him. Spider-Man's first instinct was to fight but he doubted that he could be much use under water. In fact, he was beginning to question his sanity._

"A surface dweller, no doubt sent after the human," said one of the figures.

"The fool, we should allow him to drown for his rash actions," said another figure in a rough and sadistic voice.

"Bring him up, his majesty wishes for us to give a warning at any rate," said the first figure and the second figure looked reluctant, but he was not about to argue this point. The two figures roughly grabbed the semi-conscious Spider-Man and held him up, before dragging him towards the surface. The two figures rolled Spider-Man, who got to his feet.

Spider-Man sat up, as he looked from side to side, dazed, as the two figures pointed their weapons at him. His first instinct was to fight but something told him that it would be best to listen to what they had to say. He could tell they were warriors of some sort and meant business.

"Listen, surface dweller, you are lucky that we allowed you to live, when we could have allowed you to perish," said the first warrior in a gruff voice. "Take this as a warning and heed it well. The crimes caused by the surface dweller known as Norman Osborn will be punished."

"Wait!" shouted Gwen as she rushed up.

"You dare speak to the council of King Namor, female," grunted the second warrior.

"Yes, I dare," said Gwen firmly, not backing down, not knowing or really caring who this King Namor was. The name sounded vaguely familiar. "What grounds do you have to do this?"

"Harry didn't do this!" yelled Liz but she looked a bit more frightful than Gwen. "You said it yourself…"

"The son must pay for the sins of the father, if the father is not available," said the second figure coldly, as he held his spear.

"The actions of the surface dweller known as Norman Osborn has caused countless of Atlantean citizens to die," said the first warrior firmly.

"But, it's not right for you to punish Harry Osborn for something his father did," interjected Spider-Man as he got up to his feet.

"The head of Oscorp has committed murder and justice must be served," said the first warrior. "Our people grow weary, we must not be allowed to be seen weakly. Therefore, justice will be served."

"Don't you mean vengeance?" asked Gwen but the second warrior stepped forward, looking like he would want to strike Gwen but his partner held him back.

"There will need not be any further aggression if the surface world does not respond in kind," said the first warrior. "The trial of the head of Oscorp will take place within the next day and appropriate justice will be given."

The two warriors turned their backs.

"A trial, meaning the right to witnesses, legal representation, everything?" asked Gwen skeptically.

"Somehow I doubt that very much," supplied Spider-Man.

"Lucky that you showed up when you did," muttered Gwen.

"Yeah, Parker managed to run into me, I suspect he'll be coming back soon, he was looking for help," said Spider-Man. "I take it you contacted the authorities."

Gwen nodded but Liz turned towards Spider-Man.

"You've got to do something," said Liz and Spider-Man turned to her. "They took Harry down there and they're going to…I don't know what they're going to do to him but I doubt they're going to be fair."

"Last time I went down there, I nearly drowned," said Spider-Man more to himself than the others.

"Surely you can do something!" shouted Liz and Spider-Man looked hesitant. "I can't believe it, your supposed to be a hero and you're just going to give up."

"What do you expect me to do, fight all of Atlantis?" asked Spider-Man and Gwen's eyes snapped up at this. She had now remembered where she had heard of Namor, the king of Atlantis.

"Well it's better than whatever they do to Harry," said Liz but she saw his point, even though she wished that he could just go down there and save Harry.

" _Well, Spidey, you've really got yourself in deep this time, well technically Norman got his son in deep, but let's not bother with schematics," thought Spider-Man. "I'm going to need a bit of help to convince Namor to play nice and let Harry go and…I'm going to need someone whose dealt with his royal pain in the backside before."_

Norman Osborn sat calmly in his cell at Ravencroft. He had been both amused and infuriated of Hamilton's reports that he was making progress. If anyone had the right to make a judgment on Norman Osborn, the fool had tried to get Norman to open up, to talk about his childhood, as if he could ever imagine what made Norman tick.

"Norman, I would like a few moments of your time," said Hamilton as he walked up to Norman's cell.

"I was under the impression our sessions were only once a week," responded Norman. "And it hasn't been a week."

"You would be correct, Norman," said Hamilton diplomatically. "But distressing news has reached me and I thought it would be fair if you would know. Your son has been kidnapped and will have to stand try for crimes against the country of Atlantis."

"Are you certain you should not be in this cell instead, Doctor?" asked Norman quietly after a moment, as the fact his son was kidnapped barely registered with him but rather Hamilton had been babbling about Atlantis.

"No, two men dressed in armor said your son would have to pay for the crimes of Oscorp and he would have to stand tall," said Hamilton and Norman just remained silent. "You know, your son, Harry, he's been kidnapped."

"I'm fully aware who my son is," said Norman with thinly veiled disgust. "He has gotten himself into a situation that he must now find a way out of. Nothing but disappointment, something that I've grown accustomed to."

"Surely you must be concerned about what may happen to your son?" asked Hamilton but Norman did not respond with anything other than silence and slinked back into the shadows, eyes narrowed at Hamilton.

At that very moment, an alarm went off in Ravencroft, which distracted Hamilton from his meeting with Norman. Norman was disinterested in the entire proceedings, as there was several screams that echoed down the hallway, as guards moved in.

Doctor Octopus's robotic arms walked down the hallway on their own accord. The guards moved in to attempt to subdue them but the tentacles rose up before they whacked the guards to the side. They landed on the ground with a thump and the arms moved over, as Otto Octavius sat in his cell, with a calculating look on his face, as the tentacles smashed open the cell. They walked over and the good doctor got up, before he bent down, to put his robotic arms on, to become Doctor Octopus once again. A group of guards moved out to meet him, a couple of them battered, from getting the robotic arm s smashed into them in the first place.

"Freeze, Octavius!" shouted one of the guards but the good doctor was not in the mood to play along. His arms disarmed the guards quickly, destroying their weapons, before he moved over, where Hamilton stood, backing off against the wall.

"Otto, I had thought we had made progress," said Hamilton.

"Oh believe me, I have made progress," said Doctor Octopus with an evil glint in his eye, as one of his arms whipped out, to grab Hamilton and hoist him off the ground. Hamilton tried to struggle but found the gesture rather useless. "Progress in communicating to my associates on how to operate my robotic arms from outside of Ravencroft and allow my escape, in fact sufficient enough progress to allow an early release on the account of good behavior. I thank you for your hospitality Dr. Hamilton but I'm afraid I've overstayed my welcome."

Hamilton was dropped to the down, as Doc Ock rose up on his arms, to make quick work on the rest of the guards, before he smashed open the wall and scaled down the walls of Ravencroft. The mad scientist had escaped, leaving several injured guards and a baffled and bruised Dr. Barton Hamilton in his wake.

Norman Osborn remained in his cell, hands folded across his lap, disinterested at the entire situation. His moment would come when the time was right and not a second before.

With great ease, Spider-Man swung on his webbing. He could not help but feel that he could have wasted several valuable minutes, when he had to turn back into Peter Parker to ensure that Liz did not ask too many questions and then change back, but that was the peril of keeping one's identity secret.

He reached his destination in pretty much no time flat, as he landed right outside of the Baxter Building. He had teamed up with the Fantastic Four in the past, having stopped Dr. Doom and the technology of one Reed Richards, also known as Mr. Fantastic, saved him from life threatening injuries at the hands of the Green Goblin.

It was ironic really that an Osborn was the cause of his last visit to the Baxter Building and now with his latest visit, another Osborn had lead him here, for albeit rather different reasons. Spider-Man quickly made his way to the gate and he lightly pounded right on it.

"Is anyone there?" asked Spider-Man in a frantic voice. "Can anyone hear me? This is Spider-Man, it's an emergency, I could really use some help right about now!"

Spider-Man continued to rap on the gate but he heard no answer. It would just be his luck, the Fantastic Four out on some mission to save the world from a galactic threat, when he needed their help to rescue Harry.

Still, Spider-Man was not one to give up easily and he kept knocking on the gate, in some desperate plea that he would get a answer.

"Break down the gate, why don't you, web head?" asked a voice and Spider-Man's head turned, to see Johnny Storm, better known as the Human Torch stood there, right in front of Spider-Man. "What's the big fire…other than me of course?"

The Human Torch laughed at his own pun.

"Yeah, funny, real funny," said Spider-Man dryly. "Where are the others, I could use your help?"

"Sorry, Spidey, the others aren't here right now, off doing whatever, I get left behind, Sue and Reed said they'd be back by morning, don't know about Ben, but he's real solid about getting back on time," said the Human Torch and Spider-Man just looked at him in frustration.

"The person who's in danger might be executed by morning," said Spider-Man. "I need the help right now…and I'm afraid I'm going to need your help."

The Human Torch looked at Spider-Man gleefully but he quickly snapped himself into a business like demeanor or what passed as business like for Johnny Storm.

"So, Harry Osborn, the acting head of Oscorp got kidnapped for crimes committed by his father," said Spider-Man without preamble.

"So, what's the big deal, I mean, I'm sure they'll let him off, it's just been a mistake," suggested the Human Torch.

"Maybe if it was our government and that's a big maybe, but it was not, it was representatives of Atlantis," said Spider-Man and with that, the Human Torch's eyes widened. "So you can see, the situation is rather dire, because they said he would be put on trial."

"Osborn doesn't have a chance," commented Johnny. "Namor's not too fond of surface dwellers after…his last encounter with someone from up here."

"And you wouldn't have anything to do with this, would you?" asked Spider-Man as he looked at the Torch, who shook his head, with the most fake innocent smile imaginable.

"No way, web head, I mean, the Four and Namor have had our share of disagreements but that's water under the bridge right now," said the Human Torch. "Sounds like it could be tricky."

"Yeah, it could be, if I could go in alone, but that's why I need the help of the Fantastic Four," said Spider-Man. "Are you sure there isn't a way to contact the others?"

"Sorry, no, I'm sure I could track the down but it could take hours," said The Human Torch.

"We don't have that long," said Spider-Man as he braced himself. "Well I guess it's just you and men then, flame brain."

"Guess so web head," said the Human Torch. "So what's the plan?"

"Hopefully go down there and talk some sense into his royal highness Namor," said Spider-Man.

"And if not?" asked The Human Torch.

"Well, hopefully it won't come to that," said Spider-Man.

" _Even though it will, of course it will, what am I saying?" thought Spider-Man. "Nothing in my life could ever be that simple."_

A moment's pause and the Human Torch suddenly realized something.

"I don't know how much help I'll be to you," said the Human Torch and Spider-Man looked at him. "You see, I don't do well around water."

"Well, just get me down there and I'll figure out the rest," said Spider-Man. "You guys do have something that can get me down there right?"

"Is Doom full of himself?" asked the Human Torch, which answered the question perfectly, as the two heroes went. Spider-Man would have preferred the help of the entire Fantastic Four in this situation, but he would have to take what he could get on such short notice.

In a dry chamber down in the Atlantis Court Room, Harry Osborn winced as he woke up. He remembered vaguely that he had been talking to Liz, Gwen, and Peter and then he was abducted by a thing.

" _Please be another hallucination," thought Harry desperately but he could barely move in the chains. He was completely weakened._

"Good, the human has awakened," said a surly guard as he walked forward. "Human, you're judgment will take place in moments. While it could never replace the lives of the hundreds who perished, at least justice will be served."

"That wasn't me, it was my father!" shouted Harry but he slumped forward, weak. He had never been more terrified in his life and his head throbbed in pain.

He had to be hallucinating, he just had to be.

"Someone has to pay for the sins of Oscorp," said the guard, as he grabbed Harry, before he lead the terrified teenager out to the court room in chains.

The second warrior who had apprehended, Harry, made his way nervously to a chamber where he came face to face with a shadowed figure.

"The King is distracted by the proceedings with the surface dweller known as Osborn," said the warrior with a nod at the shadowed figure in front of him.

"Good, as planned, the boy will pay but he is a surface dweller and bares little consequence," said the shadowed figure. "Namor has allowed weakness to set in on our kind for too long. Some time ago, we proud Atlanteans would never have allowed such filth to even come close. Now you've gone soft. No one has gone softer than our beloved king. Years ago, he would have had that human gutted like a fish without a second word. Now he's become too….human. And now they set a dangerous precedent to allow this filth to continue to attack because they can be deluded into thinking they may have a chance."

"Not for long," said the second warrior.

"No, not for long, now is the time to stage a rebellion with all Namor's prized warriors distracted by this farce of a trial," said the shadowed figure. "You have done well, Merx."

The warrior known as Merx nodded, with a greedy expression on his face. He had been promised a position as the right hand of this conspirator. Now he would get what was coming to him, after serving Namor for some time, having to stand by and watch as he had not taken the fight to the surface dwellers, while just making threats that he would eliminate their access to the waters.

"Return to your place, before you are missed, you shall know when you are needed once again," said the shadowed figure and Merx left. The shadowed figure watched the brash, arrogant warrior leave. "Yes, you will get what's coming to you, once you're usefulness has outlived. The throne will be mine and then the surface world will be forced under my thumb."

With that the barbarian exile known as Attuma stepped out of the shadows as he walked to make contact with his sympathizers.

The reality of what was occurring had began to slowly set in for Harry Osborn, as he sat, watching as the jury stepped in, even though he had the sense that they had already declared his guilt even before knowing all the facts. The judge looked humorless, giving Harry a look as if he was something that he scraped off of the bottom of his shoe.

"The judgment of the surface dweller known as Harry Osborn will occur right now," said the judge as he looked up, where the very impressive form of Namor, the King of Atlantis stood. "All rise and recognize his royal highness of Atlantis."

Harry looked up and Namor just looked from side to side, barely acknowledging anyone. He had dark hair and chiseled features. He had two bodyguards on either side, but Namor looked as if he could take care of himself.

"Harry Osborn, you have been charged with dumping hazardous chemicals that poisoned and slaughtered many in Atlantis, including four hundred and seventeen children," said the judge and the jury muttered angrily at these facts.

"I didn't order the dump of the chemicals, it was my father!" shouted Harry but the judge looked at him with a disgusted look.

"We did not give you permission to speak, land dweller," said the judge in a cruel and cold voice.

"Look if it's about the money, I'll pay whatever you want!" shouted Harry and with that the court room went silent. You could hear a pin drop.

Namor stood up, as he surveyed Harry with absolute distaste.

"So, you think you can put a price tag on the lives of our children?" asked Namor.

"No, nothing like that…." Stammered Harry but his pleas fell on deaf ears.

"This is not about the money, human," said Namor crisply. "You presume to be arrogant enough to think you can buy our people off and allow you to go free, to perhaps allow more innocents to perish. "

"It wasn't me!" shouted Harry but his pleas once again fell on deaf ears.

"SILENCE!" shouted Namor, as his voice echoed throughout the court room. "It was your company who did this and you have all the responsibilities now. Including atonement for the death of our children!"

Harry slumped forward, defeated but there was a rumbling sound outside, which caused Namor's eyes to snap up. Two guards flew through the court room, as Spider-Man and the Human Torch stepped forward.

"Man, Namor, you throw a party and you didn't invite your old buddy, the Torch!" shouted the Human Torch in amusement, as the guards moved forward to subdue them but Spider-Man knocked them down to the ground.

"Seize them!" ordered Namor.

"Man, we need to liven this little thing up," said the Human Torch as Spider-Man grabbed one of the spears before it impaled into his chest and used his spider strength to flip the guard onto the ground. "FLAME ON!"

The Human Torch became surrounded in flame but Namor stood on his feet.

"IMPERIUS REX!" shouted Namor and a current of water appeared from above, that soaked the Human Torch and put him out, as Spider-Man continued to fight the warriors. He held his own, grudgingly impressing the onlookers with his bravery.

"Spider-Man that's enough!" shouted Merx, as Spider-Man turned around, as the Human Torch was held down, with a spear at the side of his throat.

" _That's that jerk from before, that nearly hit Gwen," thought Spider-Man. "What I wouldn't give to tangle with him!"_

"Raise your hands and surrender Spider-Man or your friend will be finished," said Merx and Spider-Man looked from side to side desperately, but there was no sign that the order would be overruled, so he held up his hands, as two guards walked forward and placed him in shackles.

"Sorry, Spidey, but I told you, if I got wet, I wouldn't be of any help," said the Torch, as he was shackled.

"Spider-Man, you dare bring that ruffian down here!" said Namor gruffly as he looked at the Human Torch, a disgusted sneer appearing on his face. "After all the trouble he caused last time he showed his face in my kingdom!"

"What did you do?" muttered Spider-Man and the Human Torch looked reluctant to answer to a moment.

"I might have kind of destroyed his throne room and…most of his palace come to think of it, last time I was down here, although Ben did just about as much damage," said the Human Torch as he winced as three spears were very close to his throat.

"By royal decree, this trial will now be extended to include Spider-Man and the Human Torch as collaborators of Oscorp and the crimes committed against Atlantis," declared Namor loudly and coldly. "Once they are found guilty, the sentence will be death."

" _Nice of you to leave some room for doubt, your highness," thought Spider-Man as the situation looked quite dire indeed. There seemed to be no way for them to get out._

"Have any of you seen Johnny?" asked the Invisible Woman, as the other three members of the Fantastic Four were back at the Baxter Building.

"No I haven't, he was supposed to stay here," said Mr. Fantastic.

"Knowing the matchstick, he got himself into some kind of trouble," said the Thing as he looked around.

"He could be here," said Mr. Fantastic as they looked around but they were the only three around.

"Look, at least he had the decency to leave a note," said the Thing as he took it but the Invisible Woman took it quickly.

"Went off with Spider-Man to save some rich kid who was taken by Namor and put on trial unfairly, hopefully we make it out okay," read the Invisible Woman. "Oh my god! We've got to save him!"

"Kid's got himself into trouble again," muttered the Thing.

"Yes, we better get going," said Mr. Fantastic quickly, his mind working quickly. The Atlantis Army or rather Atlanteans in general, were a fierce and proud lot. They did not take kindly to intrusion of surface dwellers and he doubted that Spider-Man realized what he was getting into right now.

"Wait, wait, wait, you can't just do this, we deserve a chance to defend ourselves!" shouted the Human Torch, as he was still soaking wet and thus unable to use his powers.

"Surface dweller, I doubt any Atlantean would dare represent such heinous criminals," said the judge coldly and Namor nodded.

"Let the judgment proceed," said Namor.

"WAIT!" shouted the Human Torch as he looked around frantically before a bright idea came to his mind. "Spider-Man can do it!"

"I can?" asked Spider-Man completely flummoxed about this out of the blue suggestion from the Torch and as it turned out he was not the only one.

Now all eyes were on Spider-Man.


	32. Diplomatic Breakdown Part Two

**Chapter Thirty Two: Diplomatic Breakdown Part Two:**

The courtroom remained silent for quite a while.

"Impossible, that vigilante is on trial as well," said Merx roughly.

"Stand down, warrior, it is my place to make such decisions and not yours," said Namor, in a tone that let everyone know that he had the judgment.

"As you wish, your highness," said Merx, nearly spitting the last two words.

"Spider-Man will be allowed to defend the criminals, including himself," said Namor crisply. "If he fails to convince the court, than he will be first to be executed."

Spider-Man just sat there, like a deer in the headlights and he had two lives hanging in the balance.

"Don't I like get time to prepare for this?" inquired Spider-Man and Namor looked at him. "Like I know you want to see justice but just give me an hour and I can think of something that will convince you."

"You have five minutes," said Namor without a second thought.

Spider-Man just sighed, that was the best he could hoped for it as he turned towards Harry and the Human Torch, who both looked like they were going to be of little help.

His only hope was to find a way to stall and get out of this, without setting off a war between Atlantis and the Surface World.

"We're coming up on Namor's palace right now right now," said Mr. Fantastic as he checked the settings. "We're cloaked but we should get in and get out. Remain inconspicuous."

"Yeah, inconspicuous, no problem," grunted the Thing.

"Just hurry Reed,' muttered the Invisible Woman.

"Shouldn't be too long, but this is very delicate work, one miscalculation and we'll be in that court room to answer to Namor as well," said Mr. Fantastic as he concentrated.

Attuma watched from below, with a scowl of his face, as he detected the underwater vessel.

"More surface dwellers," said Attuma with disgust.

"What should we do?" asked one of his followers.

"Kill them," replied Attuma simply as he turned around to look at his followers. "We must proceed, no doubt these are here to rescue the one that fool Namor has put under trial."

With that, the rebels moved in, ready to take hold of the kingdom and take the fight to the surface world.

"I didn't know my father did this," said Harry in horror and Spider-Man looked a bit repulsed himself.

" _On one hand I doubt that Norman would have believed there were people down here," thought Spider-Man. "On the other hand, I don't doubt that he cares at all."_

"There has to be something that I can do to make this right, but these people aren't like us," said Harry. "They're not motivated by greed."

"Well they are pretty arrogant and have a lot of pride," inputted the Human Torch. "Sounds like your old man would get along with Namor, well if it wasn't for that whole killing his people thing."

"Torch, please you're not helping," said Spider-Man. "Now if I can find a way to get through to this people, make them realize that punishing you won't solve anything."

"What's the point?" asked Harry. "No matter what I do, I'll never be anything like my father."

" _Might be a good thing there, Harry," thought Spider-Man but he remained at the matter at hand._

"My father wouldn't have let these guys walk over him, he would have stood up to them," said Harry. "He was right, I am a failure, a disappointment at everything. I might as well just let them do what they want to. I've tried to make things right, but I just can't please anyone. I guess that's where I fail. At least my father doesn't have this problem. He pleases no one but himself. The great Norman Osborn, who built his fortune through the blood, sweat, and tears, and some of that blood was from others."

"No, your father is not right," said Spider-Man with conviction. "You can still be something."

"Yeah right, you're the hero, you have to say that," said Harry in a disbelieving voice, this was not the happy go lucky Harry of the past several months, there seemed to a change of him, depressing looking, apathetic, almost uncaring.

"Well you might not care about your own life, but I do!" shouted the Human Torch as he looked around. "Spidey, you got to think of something!"

"I'm working on it," muttered Spider-Man.

"This judgment will now continue!" shouted Namor breaking though the silence. "Spider-Man has an opportunity to convince the court why Harry Osborn should not be punished for his crimes, by the highest extent of our laws."

Spider-Man looked at him, time seems to have froze.

"What proof do you have that Oscorp even dumped the chemicals that killed all your citizens?" asked Spider-Man suddenly and the entire court was in a hush.

"You dare call the citizens of Atlantis, liars, air breather," demanded Namor.

"Yes, I dare, because it could have been that this tragedy could have happened due to Atlantean incompetence," continued Spider-Man. "Who's to say that this entire chemical scandal wasn't used as a scapegoat to cover up your mistakes? I haven't seen one witness who has given evidence and I'll tell you why. This isn't a trial, this is a witch hunt! I expect something like this out of the surface world, but really, an advanced race should know better than to jump to conclusions."

The court was muttering angrily and Namor looked like he wanted to rip Spider-Man to shreds.

"I mean, it's not like I'm going to sit here and defend Norman Osborn, if anyone knows what the guy's capable of its me," said Spider-Man before he took a breath. "But is vengeance really the way to go? And let's not forget, that the person you accused here did not have anything to do with these alleged Oscorp chemicals going into these waters and causing the tragedy."

"You dare make a mockery of the deaths of four hundred and seventeen children, who will never be allowed to experience life at its fullest!" said Namor with an icy look in his eyes. "A good portion of an entire generation wiped out because of the actions of the surface world. And you dare trivialize it by your foolish claims that we Atlanteans have something to hide."

Spider-Man looked from side to side. He was surrounded on all sides by guards.

"Fine, I give up then, it's obvious that you've become like the very surface world you've hated," said Spider-Man as he sat down and the Human Torch looked at him, fear in his eyes.

"What are you doing?" asked the Human Torch. "You can't just give up!"

"He did what he could," interjected Harry.

" _Didn't want to stir the pot anymore than I had to," thought Spider-Man. "I just hope I have a chance to get free so we can plan our escape."_

"So we have heard the defense of Spider-Man," said the judge with a disdainful look. "Has the jury reached a verdict on this case?"

"We have, we find the defendants The Human Torch, Spider-Man, and Harry Osborn…." Started the jury foreman but the verdict was never finished, as the door burst open, with the Thing entering the room, knocking two guards to the ground. The guards fell to the ground with a thud and Mr. Fantastic stretched his neck into the courtroom. Two warriors moved forward with spears, but Mr. Fantastic stretched his arms out, to disarm him.

Merx looked at the guards, who lifted their spears but an invisible force dome appeared around the Human Torch, Spider-Man, and Harry and the spears connected with it. In an instant, the spears snapped and the invisible dome expanded, to knock the Atlantean warriors off balance.

"So much for being inconspicuous," said Mr. Fantastic, as he dodged the attack of one of the guards, before the Thing moved in.

"Just get them and get out, before we have to fight the entire Atlantean army," said the Invisible Woman as several guards were trapped in the invisible force field, as she turned to the Human Torch who sat their looking sheepish as she narrowed her eyes.

"Hi, Sue," said the Human Torch as he looked at his older sister, who frowned, while simultaneously taking out a guard with little effort.

"We're going to have a talk when we get back," said the Invisible Woman as the invisible force dome was removed and Spider-Man was into the fight, to web up a guard. The Human Torch got to his feet, breaking free from the shackles, now completely dry.

"FLAME ON!" shouted the Human Torch, as fire surrounded his body.

"IMPERIUS REX!" shouted Namor.

"Oh no, not again," said the Human Torch as he was drenched with water, before Namor got to his feet, as the court room began to flood, which caused the Fantastic Four and Spider-Man to struggle.

"You should not have come here," said Namor as he looked at them.

"Listen to reason Namor, you just can't pass judgment on the surface world like this," said the Invisible Woman.

"Sue, I think he's way past the point of reason," muttered Mr. Fantastic but Namor had managed to level the playing field.

"WAIT!" shouted Spider-Man. "Do you really want someone who you believed to have murdered the children of Atlantis to perish so easily?"

"What do you mean by that?" demanded Namor.

"If he drowns, then you're cheated out of your execution and your satisfaction," said Spider-Man and sure enough, Harry was struggling to remain afloat and he had seconds.

Namor surveyed the situation for a moment, before the water was drained out of the chamber, but the Fantastic Four, Spider-Man, and Harry were surrounded by the guards.

"Trapped," said the Human Torch in frustration.

"I don't do trapped!" said the Thing.

"You better, land dweller, of the human gets skewed," said Merx viciously, as they held Harry, who seemed to have mentally given up.

"We have no choice," said Spider-Man as he slumped his shoulders once again, as the rest of the Fantastic Four.

"No choice, he'll kill us all in cold blood!" shouted Mr. Fantastic. "Namor's unbalanced and…"

"Calm down, Reed," said The Invisible Woman. "Maybe if we…"

"Talk to him, because talking sure worked with the web head," said the Human Torch as he looked at Spider-Man. "Oh yeah and I'm sure rich boy here trying to buy them off worked wonders too."

"Namor, listen, this isn't the answer," said the Invisible Woman. "The surface world will not take this lying down, right or wrong. Is that what you want, a vicious cycle of revenge?"

"It is regrettable but it must be done," said Namor after a moment's thought. "It was by your own choice that you came down here and interfered in these proceedings. Now, the consequences will be yours to bear, along with Mr. Osborn."

" _My spider sense?" thought Spider-Man in confusion as there was a rumbling outside of the court room._

"We're in danger, something's going to happen!" shouted Spider-Man suddenly and Namor looked at him, with disdain.

"You're just delaying the inevitable, Spider-Man," said Namor, but seconds later, the side of the court room blasted open, before Attuma walked inside, with his horde of followers. Namor ascended from his throne, to face off against the barbarian. "You! You dare come back after you've been banished."

"Yes, I do, your highness," said Attuma. "This kingdom is due for new management and you're not just fit to rule, with all the citizens who've died under your watch."

Merx slowly removed a dagger from behind his back and held it up, but Spider-Man quickly elbowed one of the guards in the stomach, before the Invisible Woman put a shield around them, leaving Spider-Man on the outside. The warriors moved in as Merx threw the dagger right at Namor but a line of webbing shot around the dagger and flung it harmless to the side.

"Now, now, there will be no assassination attempts on the king, no matter how much of a royal pain he is," said Spider-Man and Merx charged him, but Attuma made his move, to blast Namor off of his feet. The crowd was in a hush, as Namor landed on the ground. Spider-Man webbed up Merx, but he was blasted backwards by some unknown force.

"Pest, I should squash you," said Attuma as he hovered over Spider-Man but Namor was getting to his feet. "But, fortunately for you, I have more important things to kill."

Namor found himself flat on his back once again.

"Attuma, you can't make a sorcerer out of a savage, I don't care how many tricks you have up your sleeve!" shouted Namor.

"No sorcery about it, your highness, just the same powers you hold, but better" remarked Attuma sarcastically, as he lifted Namor off the ground, as his men held off the Atlantean warriors, who had fell. "Your men are weak, a reflection on their king, or should I say, ex-King!"

Spider-Man pulled himself up and dove at Attuma but the barbarian turned around and smacked Spider-Man to the ground.

"I can't hold this forever!" shouted the Invisible Woman as her concentration was beginning to fade, as she watched Attuma smash his fist into Namor's face. "We need to figure out a way to stop this before those barbarians kill him!"

"Spider-Man or Namor?" asked the Human Torch.

"Either of them, it doesn't matter right now, because if they win, they'll destroy us all," said Mr. Fantastic, as he moved around. "If we all attack him at once, we might have a chance to take him out."

"Foolish weakling, time to put you out of your misery!" said Attuma as he raised his spear right above Namor, who opened up an eye, the other having been swelled shut, but Spider-Man swung around, before he shot a line of webbing around Attumma. "You, why do you still fight?"

Attuma snapped the webbing with ease and knocked Spider-Man right to the ground. The web head landed with a thud.

"Namor can wait," said Attuma as he stepped forward and hoisted Spider-Man over his head, but he felt something smash into his back. The Thing had knocked him back, but Mr. Fantastic wrapped his limbs around Attuma.

"Think you're dry enough to let him have it Johnny?" asked Mr. Fantastic as Attuma forced his way out of the bindings but the Human Torch, now at full flame mode, dove forward and knocked Attuma to the ground.

"You know, I never thought I'd find anyone down here more self centered and arrogant than Namor, but congratulations, you win the jerk prize," said the Human Torch, as Attuma got to his feet but the Human Torch dodged an attack, as Attuma's followers were held at bay by an invisible force field.

"ENOUGH!" shouted Attuma as he hoisted the Thing off the ground with ease, before he threw them right at Mr. Fantastic, The Invisible Woman, and the Human Torch. "No land dweller could beat me."

Spider-Man struggled to his feet, before he aimed both of his feet at Attuma's back, but the barbarian spun around and Spider-Man landed with another resounding crash. Attuma hoisted Spider-Man up, but as the web slinger attempted to punch him.

"Of all of those on the surface I've killed, you'll be the one I relish the most," said Attuma as he lifted Spider-Man up but an invisible field appeared around Attuma, as Spider-Man slipped out of his grasp.

"Hey, web head, hanging in their okay?" asked the Human Torch.

"I'm breathing, I think all things considered, that's a pretty good sign," managed Spider-Man weakly. He had only taken a pounding that was worse one time, at the hands of the Green Goblin but at least he was conscious this time, at least for the moment.

"He's forcing his way through!" shouted the Invisible Woman as she strained to maintain the power.

"Get ready to fight him immediately!" said Mr. Fantastic as the other two members of the Fantastic Four gathered around, but Merx had managed to free himself, before he picked up the dagger and walked over, where Harry was lying on the ground, with the heroes distracted by fighting Attuma's followers.

"At least I'll have the satisfaction of slicing your throat, human," said Merx as he pulled Harry up to the ground, he looked completely weakened. "Pathetic, not even worth the metal to forge this dagger but at least one less land dweller."

Merx prepared to do the deed but he was blasted right off of his feet and slammed against the wall. Harry dropped to the ground, in a daze, shivering as he saw the battered, but still imposing form of Namor stood over him.

Attuma broke the force field around him and with a wave of his hands, Spider-Man and the Fantastic Four had been blasted onto their backs. The Invisible Woman made an attempt to trap her again but Attuma lifted her off the ground and roughly tossed her to the side.

"Once again, the attempts of you land dwellers to stop me are rather amusing but quite futile," said Attuma coldly, as he turned to his barbarians. "Kill them all."

At that moment, the barbarians were launched off the ground and they landed down with a thud. Attuma turned, as a battered looking Namor, right eye swelled shut, bruising on his nose, turned to face him. An enhanced punch caught Attuma right in the chest to knock the barbarian down.

"IMPERIUS REX!" shouted Namor and Attuma was launched backwards off the ground. "Once again, rogue, you've been bested in combat."

"Not quite, Namor," said Attuma as he held up a pen like device. "A detonator, my followers have placed several bombs in populated areas. Countless will perish if you lay one more finger on me."

"You're bluffing," said Namor but Attuma just placed his finger above the tip of the detonator.

"Do you want to take that chance?" asked Attuma. "One press of the button and the deaths caused by Osborn will seem tame. Surrender to me now or face the consequences."

Namor stepped back, with no choice, as Attuma rose up and Namor was dropped to the ground in one fluid motion.

"That shows you've grown soft, you wouldn't have ever entertained the notion of surrendering at another time," said Attuma, as he knocked Namor off of his feet once again, as the Fantastic Four and Spider-Man just barely managed to get to their feet, pained, but Attuma caused a section of the ceiling to fall in, trapping them on the other side of the room. "There will be no saving you this time."

Attuma smacked Namor down again, waving the detonator, to taunt the king.

"Once I'm done eliminating you, I'll flood the surface world," said Attuma as once again, Namor was smacked down, as he was beginning to fade. "Kill all the worthless humans, take the riches for myself. Atlantis will no longer have to worry about humanity and they will all serve me."

Harry rolled over, as he looked at the dagger that had been dropped.

" _You foolish boy, once again, nothing but a failure," echoed a voice that resembled Norman Osborn in his head. "A disappointment, I'm ashamed of you but it's too be expected. You've exceeded by lowest expectations. Now, humanity is doomed. Congratulations son, you've hit bottom because you're too weak to do anything. To be anything. You're gutless, weak, pathetic…"_

"Stop it," muttered Harry as disembodied thoughts that resembled his father had echoed throughout his head, to taunt him, to torture him.

He grabbed the dagger. Harry Osborn would prove that he was not weak, not a disappointment.

Namor was down and Attuma stood over him with a grin on his face.

"Long live the king," said Attuma coldly but Harry ran forward, holding the dagger, before he plunged it right into the back of Attuma. The barbarian paused, as he lifted his hands up. He turned around, before he saw Harry, who stepped back, amazed at his own daring.

For a second, he thought that he was going to be ripped to shreds, but Attuma collapsed to the ground, the dagger still in the back of him. Harry stood there, eyes opened, in a mixture of surprise and some horror, as he saw many onlookers of the court looking at them. He stood there, in numb shock, as the court muttered among themselves, as Namor pulled himself to his feet, as the Fantastic Four and Spider-Man stepped forward.

"The careless actions of Oscorp has caused much trouble for our people, Mr. Osborn," said Namor in a weakened voice. "More than enough, but yet, I find myself in your debt."

Harry remained silent, as there was some faint applause, as they surveyed the human before them who had saved their king. Some still were shocked and could not do anything.

"Is he dead?" asked Harry, finally able to speak as he looked down at Attuma.

"No just paralyzed, for now," said Namor without any emotion in his voice. "It matters little, this is far from the first time this barbarian has attempted to take over this kingdom but it may be the last time."

"So what happens now?" asked Spider-Man as he stepped over.

"Perhaps we were mistaken," said Namor grudgingly. "This human, if he were like many others, would have just allowed me to perish. Perhaps we were foolish to think he would be the same as his father."

Namor paused for a moment.

"You will be allowed to live, all of you," said Namor but he looked at Spider-Man, Harry, and the Fantastic Four. "Under one condition."

"What is it?" asked Mr. Fantastic in a tentative voice.

"Never return and do what is necessary to bring the criminal behind this to justice," said Namor.

"Isn't that technically two conditions?" asked the Human Torch, but the Invisible Woman elbowed him in the chest. "Ow, what did I do?"

"I'll do what I can," said Spider-Man and the others nodded.

"I'll hold you to this word, Spider-Man," said Namor. "Depart now, as I must now repair the damage and perhaps begin the healing of my kingdom from these recent causalities."

"Let's go," said Mr. Fantastic as they left.

"So you saved his life, after he was going to kill you without blinking," said the Human Torch to Harry. "Why?"

"Because, it just felt like something that I had to do," said Harry but he felt uncomfortable. He knew the reason why he had saved Namor's life would be to gain his favor and save his own skin. It would be something that his father would have been proud of the more he thought about it and that fact slightly made his stomach turned.

"Doesn't matter, we're getting out here and hopefully this is the last time we have to deal with business down here," said the Thing.

" _Hopefully, but something tells me that we'll cross paths with Namor again someday," thought Spider-Man as he looked at Harry, who looked shaken up, weak, but other than that alive._

"Bit shaken up really, but they said he'll make a full recovery in a couple of days," said Peter as he stood outside of Gwen's house. She made him promise to tell her immediately any news of what happened to Harry.

"At least you managed to get him out of there," said Gwen.

"Funnily enough it was Harry that came through in the end," replied Peter and Gwen looked at him strangely. "He basically saved the King of Atlantis and got us immunity, provided we never set one foot in their again."

"Unlike Harry, but he's been acting strange lately," said Gwen with a frown. "I'm worried."

"I know Gwen, he's been so happy go lucky, but during the trial he just did a one eighty, I've never seen him so down before," said Peter. "He's almost accepted that he should be executed, even though it was his father who dumped the chemicals."

"We'll try and talk to him," said Gwen, who wondered if they could get Harry to admit anything if something was wrong. In some ways, he was about his stubborn as his father.

"At least things should slow down for a while," said Peter as he shivered. Gwen motioned for him to step inside out of the cold where he heard the news report on the radio.

"Repeating tonight's top story, Ravencroft patient Otto Octavius, better known as Dr. Octopus, has made an escape, injuring several guards in the process," said the news caster on the radio. "Police have no leads on Octavius, but the public is warned that he's extremely dangerous and should not be approached under any means. Report any sightings of Otto Octavius immediately…."

" _Well so much for things finally slowing down down," thought Peter as he looked at Gwen, who appeared to be thinking the same thing he was._

"Go, Peter, I understand, responsibility before fun," said Gwen, but she was frustrated. She had hoped to spend some time with Peter but as always, some criminal just had to either escape or go on a crime spree.

"See you later, Gwen, I'm sorry I had to leave so soon," said Peter, as he leaned forward to kiss her goodbye, before he made his way to pick up his extra Spider-Man suit, after the other had been damaged in the battle earlier.


	33. Then There Were Six Part One

**Chapter Thirty Three: And Then There Were Six Part I.**

"We have it, Dr. Octopus," said a henchman as he had managed to disable the last of the security protocols and a vault swung open, to reveal several hard discs of data.

"At last, the information I've been searching for," said Doctor Octopus with glee, as he moved over to look at the vault. "Schematics of every major computer system in the city. With it, I can cripple the Kingpin and take control of his empire."

Octopus moved over, tentacles at the ready to collect his gains, but several lines of webbing shot out, before it pulled the vault shut.

"You know, this isn't a lending library," said Spider-Man as he dropped down, finally after a few days of on and off searching, he had found Octopus. "You know, you really should stop talking about your plans out loud, I might have not found you as soon."

"I had always knew you would catch up with me, arachnid," said Doctor Octopus coolly as he turned to his henchmen. "Dispense with him."

The goons charged Spider-Man but the web head outmaneuvered them one at a time. With several fluid motions, they dropped to the ground, as Octopus began to slice his way through the webbing that held the vault shut. He pulled it open but Spider-Man aimed a kick right towards his head. Octopus shot out his robotic arm and it hooked Spider-Man around the ankle, before he swung the web slinger around.

" _Oh, I hate this ride," thought Spider-Man, as he tried not to lose his lunch, before he nearly smashed into the wall. The spiked part of the arms shot towards him but Spider-Man dodged the attacks._

"Time for your demise, Spider-Man," said Doctor Octopus.

"Yeah that line never gets old," said Spider-Man dryly as he shot webbing but Octopus sheered through it like it was nothing. Octopus wrapped the robotic arm around Spider-Man and flung him right to the ground. Octopus lifted up a second unopened vault and flung it right on top of Spider-Man. Spider-Man dodged the assault, but Octopus smashed the ceiling, causing the building to crumble, before he took the vault containing the schematic discs.

"What about us boss?" asked one of the webbed up thugs, as he struggled, with Spider-Man shooting lines of webbing to keep the room of caving in.

"You got caught at your own peril," said Doctor Octopus as he held the vault in two of his robotic arms, while he moved out on the other two. "I suppose it is my fault that I hire such inept help."

Spider-Man breathed heavily, as the room was held up.

"Not going to get away that easy, Ock," said Spider-Man as he gave chase towards the good doctor. Spider-Man began to scale the walls as he ran down, as Doctor Octopus moved throughout the city, smacking several parked cars out of the way. Spider-Man somersaulted down, before he shot two lines of webbing down, that wrapped around the vault. Spider-Man attempted to pull the vault up but Doctor Octopus held on.

"Let go, you fool!" shouted Doctor Octopus. "Do you realize how valuable and irreplaceable this information is?"

Spider-Man suddenly lost his grip, slipping on the side of the roof and he spiraled down. He struggled to readjust himself in mid air, almost as if he lost his equilibrium. He managed to somehow brace his fall at the last minute, at least partly but his webbing had stuck to the vault. He shot two more lines, latching to the other two and he pulled.

" _Something's not right here, I shouldn't be having to exert this much force," thought Spider-Man as he struggled, with the added bonus of having to dodge the bottom two arms of Doc Ock as they tried to hack his legs off._

Finally, he managed to pull the vault away from the grip of Doctor Octopus, but it smacked him right in the chest, before landing right on top of him. For a brief second, Spider-Man had to struggle, before the web slinger had managed to push the heavy object off of him. He staggered a bit, as Doctor Octopus looked tentative. If he attacked Spider-Man, he would risk smashing up vital information that he would need to carry out his plans.

The arrival of the police would complicate things slightly.

"Until we meet again, Spider-Man," said Doctor Octopus, as he rose up on his robotic arms and moved his way towards the city. Spider-Man was not going to let one of his greatest enemies get away that easily. He began to web slinger right at Doctor Octopus, who now could gain more speed, having four robotic arms available instead of two.

In an instant, his shoulder sagged, unable to keep the webbing secure, before it snapped. Spider-Man was caught off guard and he spiraled towards the ground. He reached out to grab onto the wall, but he could not grab onto it.

" _I can't stick!" thought Spider-Man desperately as he tried to do a death defying acrobatic move to slow his descent, but he just proceeded to knee himself right in the face. "Something's very wrong here."_

Spider-Man landed on the ground, thankfully managing to mostly hit the grass and not break anything. Still as he got to his feet, he felt an aching pain that made it a chore to stand.

"Spider-Man, what happened?" asked Captain Stacy, as he took note of the pained way Spider-Man had walked.

"Doctor Octopus managed to get away," said Spider-Man. "At least I managed to save whatever he was after."

"Detailed schematics of computer systems in the city," replied Captain Stacy. "It would have been disastrous if he had put them to use but we've recovered them and they're being moved to a safe location. Once we recover Doctor Octopus, we'll be able to find out what he wants with them."

"Good, I better get going, so you can do your job," said Spider-Man as he shot a line of webbing, but much to his dismay, he found himself remaining on the ground and he nearly fell on his face when he tried to pull himself up.

"Is there a problem, Spider-Man?" asked Captain Stacy.

"No, I just seem to have an off day," said Spider-Man. "Guess, I'm walking today."

" _I don't know what just happened, it's just if someone had just turned my powers off," thought Spider-Man. "But what if they were only temporary? What if they had worn off? No that's too much to hope for, or is it? Could it be that I don't have to be Spider-Man anymore? No, Pete, you're just thinking what you want to happen. It's just an off day, they'll be back tomorrow."_

"Once again, Parker, I don't know how you do it, but you seem to be regressing!" boomed Jameson as he looked at the pictures. "I almost regret giving you, your job back but it's not like Brock's been delivering. I handed him a sure fire story weeks ago and he can't seem to get one picture. Still that accursed web head, obviously he had some sort of dispute with Octopus, callously putting sensitive and irreplaceable data in the middle of their battle. Mark my words, Spider-Man should be locked up in Ravencroft with the rest of the lunatics he puts there. Not that I'd sleep much better, given the fact Octopus escaped from there."

Jameson just looked at the pictures, throwing several off to the side, while he took some that depicted Spider-Man on the losing end of the battle.

"These will have to do," said Jameson in a gruff voice. "Fifty bucks Parker."

"For the whole set, right, Mr. Jameson?" asked Peter in a deflated voice.

"Well, I was going to give you fifty per photo, considering its almost Christmas, but if you insist, fifty just for the entire set," said Jameson. "Now get out of my sight before I change my mind and fire you."

"Technically Jonah, you can't fire Peter, he's only a freelancer," said Robbie as he had walked by the desk at that time

"Well I'll give him a job and then I'll fire him," said Jameson stubbornly as he returned to his office.

" _Bustling with all sorts of holiday joy, that one," thought Peter. The last day of school until January was today, but his fading spider powers was a case of interest. He had to be certain that he was not imagining things. He would give it a couple of days, before he determined for sure whether or not he had lost his powers. Perhaps he was merely having an off day._

Doctor Octopus was none too happy to say the least as he arrived at his underwater base of operation.

"Spider-Man, once again, foiled me!" shouted Doctor Octopus in frustration. He was robbed of the vital information that would take the Kingpin down and make him the most powerful man in New York. "Ms Trainer, has any of my employees managed to escape custody?"

"No, Doctor Octavius," said Carolyn Trainer as she looked up from the computer screen. "News says the entire gang was captured by Spider-Man and are now in police custody."

"It is just as well, just common hoodlums, not a match for a super powered enemy such as that meddlesome arachnid," said Doctor Octopus as he moved around his base, robotic arms raised in the air. "I need those who would be more than a match to Spider-Man. Who could also be more of a match physically to Spider-Man. Despite my genius, he has proven to be a more problematic thorn in my side than I had imagined."

Doctor Octopus turned around, deep in contemplation before it struck him suddenly. He berated himself for not thinking of it before.

"An entire asylum full of those who have tangled with Spider-Man, villains that have powers and abilities that someone with a bit of cunning can manipulate for their own advantage," muttered Doctor Octopus with an expression of glee appearing on his face. "Much like I have fallen short in my goals in defeating the web head, they have failed as individuals. However, if we combine our efforts, then we can bring down Spider-Man and eliminate him for good."

Doctor Octopus moved on his tentacles, a twisted smirk on his face. He had proven that the security in Ravencroft was faulty before, having arranged his own escape. Now, he plotted the escape of others to put together a team of super powered villains that would eliminate Spider-Man for good.

"I don't believe it," said Gwen the next day with a frown as she looked at Peter. "I mean your powers just faded like that."

"Well, I have been feeling a bit off the last couple of days," said Peter with a shrug. He had no idea why his powers had suddenly stopped working. There was a part of him that was happy but it was a much smaller part than he thought it would be. He supposed that as much as there were times where he wished he was never bitten, being Spider-Man had become such an integral part of his life. "I always thought there might be a possibility that the powers might be gone one day."

"Yes, I know," said Gwen. "Don't get me wrong Peter, if there gone, that's great…unless you want to keep being Spider-Man."

Peter just stopped and thought for a minute. Did he want to keep being Spider-Man? He had very nearly given up when he and Gwen had their big fight. Still, always there was nothing behind that, he never seriously considered stopping being Spider-Man.

"Gwen…it's not as simple as wanting to be Spider-Man or not wanting to be Spider-Man," said Peter after a moment's thought. "They were there and now gone."

"Nothing's working, it's almost like you never had them?" asked Gwen and Peter nodded. "Something's not right."

"Plenty is right," said Peter and Gwen looked at him. "These powers, they helped me do some good but…I don't know what they would turn me into in the long run. Too much unknown, they were never something meant to be intermingled with human DNA."

"So this is it, Peter," said Gwen as she looked at Peter. He looked a bit more upbeat than usual. The past couple of months, ever since that night, he looked constantly beaten and worn down. Being Spider-Man had aged him. "Isn't it?"

"Looks that way," replied Peter with a bright smile. "Normal again, got nearly a year out of them but all good things have to come to an end."

Gwen and Peter looked at each other for a minute. There was happiness but also a feeling of uneasiness. Life without Spider-Man, it was so strange. It would take some getting use to.

"I've been trying to call Harry, but he's been in meetings all day," said Gwen abruptly changing the subject and Peter looked at her. "How can we talk to him if he's never around?"

" _Harry's becoming his father, well hopefully not completely," thought Peter. "The world doesn't need another Norman Osborn."_

"We'll talk to him soon Gwen, with all this free time I now have," replied Peter and Gwen responded with a smile. "How about we catch a movie and lunch?"

"That would be fun Peter," said Gwen with a smile as they walked off, a bright new future ahead of them.

The staff at Ravencroft were on edge, at the recent escape of Otto Octavius. They looked from side to side, as they jumped at every little noise. One of the guard paced around the cells, ready to lash out at anything that moved wrong.

"Good evening, staff of Ravencroft, this is your better speaking!" boomed the voice of Doctor Octopus which caused the guards. "As you have seen, I've hacked into your security system. Not too difficult for someone of my genius."

"Get all hands on deck, shut the power off!" shouted the guard but all the exits had sealed themselves, to prevent the guards from reaching the control room.

"Spending some time as a guest of Ravencroft, I have familiarized myself with several of the guests and know that many of them having something in common with me," continued Doctor Octopus, as his voice continued to echo over the intercom, with the guards powerless to stop him. "A deep hatred for Spider-Man and a desire to see that web head destroyed."

There were several grumblings from the cells.

"Yes, I know all of you wish to have an opportunity for revenge but only the best and most powerful of you have been selected for a team to take down Spider-Man once and for all," continued Doctor Octopus. "Quintin Beck, Flint Marko, and Maxwell Dillon, you have been chosen. Your cells will be unlocked at this time and you will be given your freedom."

The doors swung open and the after mentioned villains escaped. The guards moved in, but Flint Marko, also known as the Sandman, rose up, before a wall of solidified sand smashed onto the guards, knocking them unconscious. Maxwell Dillon, better known as Electro, stepped forward with a manic expression on his face.

"I will need to procure my confiscated equipment before we depart," said Quintin Beck, better known as Mysterio.

"It's located on the storage room to the side," said Doctor Octopus over . "It cannot be accessed from this computer system, it will need to be overloaded from inside."

"I've got this one!" yelled Electro as his hands raised in the air, sparks flying from them, before it fried the control box, causing it to melt and the door to swing open. Beck walked over, a grin on his face, as he collected his Mysterio costume, along with holographic projection gloves.

"Glorious!" yelled Mysterio in triumph. "Now all shall tremble for the magnificent might of Mysterio!"

"Yes, we know," replied Doctor Octopus dryly. "Now, you are all to leave, I will direct you out of here and an associate of mine will direct you, where we will discuss a potential opportunity that you will find most interesting."

"Wait a minute, you want us to work with you!" challenged Electro, as sparks flew from his hands. "What if we don't want to?"

"Fool we need his help to get out of here," said Mysterio as the Sandman nodded in agreement. Electro just looked sullen but appeared to come to the conclusion that he needed to rely on Doctor Octopus to get him out of here.

"Yes, indeed, I'm a fair man, I only require one favor in exchange for your escape," said Doctor Octopus, as he began to give directions that would lead the three super powered villains out of Ravencoft, while avoiding the most amount of staff possible.

Snow was beginning to fall from the sky, as Gwen and Peter stood outside.

"Beautiful isn't it?" asked Gwen.

"Yeah, until you have to dig your way out to leave the house in the morning," replied Peter, as he felt he had to watch his step. His body ached slightly, residual effects of losing his spider powers he supposed. Other than that, he was feeling great, the burden of being Spider-Man lifted right off of his shoulders. "But it is nice to be out here with you, not having to walk away when something happens."

Peter felt his cell phone vibrate and he quickly took it out, before he saw it was Jameson.

"Jameson, thought it might be Aunt May, but I'm sure he can find someone else to do whatever he wants to," said Peter as he put the cell phone away. "There's going to have to be a few changes for my job."

"What are you going to do now that you can no longer take pictures of yourself and sell them to Jameson?" whispered Gwen.

"Maybe I'll get pictures of that devil, that would really hack Brock off, he's been at it for weeks," said Peter. "Problem is, while Spider-Man might be able to catch him, Peter Parker won't have a prayer."

Gwen looked at Peter, with a raised eyebrow and Peter had a hunch that he knew what she was thinking.

"But I'm pleased, no more Spider-Man, no more worries, let's go catch that movie, it's not like anything else is happening in this city," said Peter, as he walked away with a smiling Gwen, backs turned on the store televisions, which detailed the escape of three more criminals from Ravencroft and a further two from Ryker's Island, Adrian Toomes and Sergei Kravinoff, also known as the Vulture and Kraven the Hunter.

Kraven, the Vulture, the Sandman, Electro, and Mysterio stood around, awaiting Doctor Octopus. It was several minutes before Doctor Octopus arrived, robotic arms raised, poised to strike, as he turned towards his fellow super villains. Octopus was currently at a secondary hide out, as he felt it would be foolish to let so many in on the location of his hideout.

"Greetings gentlemen, welcome and thank you," said Doctor Octopus. "All of you have been liberated by the genius that is Doctor Octopus. Only someone with an intellect such as myself could have arranged such a prison break of five of the most dangerous men this city has ever known."

"Will you please get on with why we're here?" grumbled the Vulture. "I'm not getting any younger."

"Ah, is the old man getting cranky because he hasn't had his nap," taunted Electro and Vulture turned to him.

"Listen, you impudent young punk, I can still spank you, even if you do have super powers," said the Vulture as he stared down Electro, who stared back, sparks flying from his fingers but Doctor Octopus cleared his throat.

"Gentlemen, please," said Doctor Octopus. "As I was saying, you have all been brought here for a reason. Each and every one of you have faced off against Spider-Man and have been defeated at least once."

There was some angry mutterings around the group of super villains.

"Yes, even I, Doctor Octopus, have fallen to Spider-Man," said Doctor Octopus. "As much as it pains me to admit it, I'm no closer to defeating Spider-Man, than I am to realizing my goal of taking control of this city. And that is where I need your help. As individuals we have failed. Together, we can bring down Spider-Man. That meddlesome arachnid could not defeat our combined might."

"Bah, all I need is one more chance to corner the web head, now that I have scouted him," said Kraven. "Kraven now knows what it takes to bring down Spider-Man."

"The brute does raise a point," said Mysterio. "What if we have our own schemes in defeating Spider-Man?"

"Schemes that will lead to failure and return to imprisonment," said Doctor Octopus. "I have given you one more opportunity to defeat Spider-Man and it should not be squandered."

Doctor Octopus paused before he resumed his speech.

"As always, I had planned every detail to the letter," said Doctor Octopus, as he realized this would be the only step to take. "We will face Spider-Man one by one, each given a chance to defeat him."

"Doesn't that fly in the face of this entire working together thing?" questioned Sandman.

"No, if one of us can defeat him somehow, than we have done our job but our efforts in defeating him will increase by the web head being worn down by our attempts to destroy him," replied Doctor Octopus with a twisted smile. "The odds are not in Spider-Man's favor to say the least. As an act of good faith, I will go last and you will draw numbers at random, as to what order you will take your turn against Spider-Man."

" _Of course, I expect none of these fools to finish Spider-Man," thought Doctor Octopus. "I fully anticipate destroying what's left of him once their efforts have failed._

"How are we going to find him?" demanded Electro, who was chomping at the bit for another chance to fry Spider-Man to a crisp.

"Do not think I haven't planned for everything," said Doctor Octopus, as he motioned for the other five to move forward, so they could determine what order they would face Spider-Man. "I have a perfect plan to draw him out of hiding. I know the one person who will help us reach Spider-Man and given the proper incentive, he'll help us draw that meddlesome fool out."

" _Man, this is great," thought Peter happily, he was in the best mood that he was in for several months. "True, it's a bit hard to watch some thief go by without slipping my the suit and going web slinging, but really, not my problem anymore. Just a nice quiet day, on a date, without any worries that some super powered nutcase bent on taking over the world or the city or getting revenge is going to ruin it. Even if they did, it wouldn't be my problem…well the snow's coming down pretty hard and it might cut our day short, but that's hardly my problem."_

Little did Peter or Gwen know that they were being watched from a distance. Without Peter's spider sense, there was no way to see this coming.

The Vulture flew over the city, as he looked for the target. He was quite familiar with the target through her association with the Osborn brat, so he knew precisely what she looked like. After he flew around the city once, he looked down. Even in the snowstorm, he could spot a figure and as he moved in as close as he could afford, he spotted the couple down below. He sneered, two teenagers in love, it was quite sickening.

"Sandman, move in, the target is right by Time Square, I will inform you once they have moved," said the Vulture over a headset. "Electro, cause a disturbance that will allow Sandman to move in. I will brief you on any changes."

The Vulture kept a safe distance, as he followed the progress of the two teenagers. It was becoming more difficult to do so in the heavy snowfall but it would be over soon. The first phase of the destruction of Spider-Man was in play.

"Look Peter!" shouted Gwen in surprise and Peter's eyes snapped up, as the stop lights began blinking, changing at a rapid rate and combined with the snow storm, it was causing mass chaos in the city.

"Something very strange is going on," muttered Peter as he looked up in confusion.

"Yeah, I guess that much," said Gwen as she looked at Peter, as they backed up at a safe distance on the sidewalk. There was screaming, and mass chaos, as the cold wind whipped in their faces and sparks flew. Peter and Gwen stepped out of the way, as a power line hit the ground and mass chaos, with sirens blaring through the side.

" _I don't need my spider sense to know that something's very wrong," thought Peter as he looked up and he saw a very familiar figure in the distance whose powers were causing a disturbance. "Electro, great, who let him out of the asylum?"_

Suddenly a hand burst from the ground from behind Peter and Gwen and grabbed Gwen by the legs. She screamed, before she tried to pull herself from the ground.

"Gwen!" shouted Peter as he moved over, nearly slipping on the ice as he saw Sandman rise out of the ground. He slammed into Sandman, causing bits of sand to fly out. He pulled Gwen out of the way, as Sandman rose into from the ground.

"You'd wish you hadn't done that," said Sandman coldly, as his sand swirled around, before it covered Peter. Peter tried to push his way out but without his spider strength, he was unable to find, as Sandman's form close in around Peter, engulfing him, smothering him. He struggled. Gwen moved over but suddenly the Vulture swooped down and grabbed her.

"Gotcha!" shouted the Vulture but Gwen was not going to be kidnapped that easily.

"LET GO OF ME!" shouted Gwen as she struggled against the Vulture's grip, trying to move away from him. The Vulture was having a bit harder of a time than he would have liked with the girl.

"Stay still!" shouted the Vulture but he was elbowed in the face and she nearly got away, but he swooped in to grab her away. She kicked and thrashed but Electro stepped in.

"Can't even capture one weak teenage girl, old man?' asked Electro as he raised his hand, sparks flying, as he advanced on Gwen, who was still kicking up a bit of a fuss. "Shall I do the honors?"

"Shock her but whatever you do, don't kill her, the boss needs her alive!" yelled the Vulture, as Gwen struggled to get away but Electro was a bit too fast. The villain moved in and raised his hand. She screamed, as Electro put enough power into her, where it was like she was zapped by a stun gun. She slumped, unmoving, as Sandman came over, as Peter dropped to the ground, rendered unconscious.

"That one's taken care of," said Sandman as he nodded to Peter.

"We don't need him, let's finish him off," said Electro, as he heard the shallow breathing coming from the teenager and was prepared to zap him with a lethal blast of electricity.

"No, don't bother with him, he's unimportant, we have the girl, let's get out of here," said the Vulture, as he rose into the air, with the limp form of Gwen, as Sandman and Electro left as well.

Meanwhile a barely conscious Peter Parker laid in the snow, powerless, helpless, and unable to do anything, as he watched the Vulture fly off with his girlfriend.

Without his spider powers, he was useless.


	34. And Then There Were Six Part Two

**And Then There Were Six Part II.**

Peter struggled to his feet, slipping on the snow. By now, Gwen was long gone. The chaos around him had subsided enough, where police could get in. Electro had done plenty of damage, the distraction allowed Sandman to slip in, along with the Vulture, to take her.

" _If I had my spider powers, none of this would have happened," thought Peter dazed. The joy he had felt was replaced by fear, dread, and worry. "Why did they take her? There had to be a reason….well Peter, don't jump to conclusions. Her father is the police captain, she said it herself, that she would be in danger regardless if I was Spider-Man."_

"Peter?" prompted the voice of the last voice of the last person that Peter wanted to see and his eyes snapped up.

"Captain Stacy….I…they took her….Gwen…." started Peter shakily and the eyes of his girlfriend's father was right on his face. "I couldn't….I tried to stop…."

Captain Stacy just guided Peter out of the cold. Peter could not determine whether or not he was being blamed for this.

"I'm not blaming you for this, Peter, but I need to know everything that happened," said Captain Stacy, after taking a moment to compose himself, as much as a father could compose himself when he just found out that his daughter had been kidnapped. "Who took her?"

"The Sandman, the Vulture, and Electro," said Peter in a bit of a shaky voice, a bit uncomfortable that Captain Stacy's eyes were on his face before he turned away. The next few minutes were a blur.

" _Those powers, that I was so happy about losing…they would have saved Gwen, I can't win," thought Peter in despair. "Now she's…captured…who knows what. Still alive, she has to be."_

The snow continued to fly, as Peter stood hopelessly. At least George Stacy could do something to find his daughter. Without his spider powers, Peter had neither the resources nor the abilities to save Gwen.

These thoughts haunted him and it was difficult to shake them off. He no longer had the great power that he needed to live up to his responsibility.

Gwen slowly began to stir. At first, she was groggy, unable to piece together where she was. Not to mention she was incredibly sore but when she realized her predicament, it all came flooding back to her. Those three super villains, Peter being attacked by the Sandman and the Vulture's attempt to kidnap her. The last thing she remembered was Electro using his powers to render her unconscious.

The fact she was tied up became clear not too long after.

"Where am I?" demanded Gwen shakily, but there was no one answering her at the moment. She felt a mixture of fear and anger at being captured. "LET ME OUT OF HERE! LET ME GO! S-someone answer me. ANSWER ME!"

"No need to shout, that's quite rude for a young lady," said the calm voice of Doctor Octopus who stepped forward, to face Gwen, with a calm, cool, and collected demeanor. Facing a dangerous villain like this face to face was quite the experience and Gwen felt a bit less confident.

"What do you…what do you want from me?" asked Gwen with less conviction. "My father…."

"Will stay out of this if he knows what's good for him and for you," said Doctor Octopus coolly. "Trust me, you're life is not in danger, as long as your father plays by the rules. You're merely bait. For Spider-Man."

Gwen paled.

" _Surely Octavius couldn't have figured out that Peter is…no Gwen, calm down, remain cool, you don't know that he knows anything about anything," thought Gwen. "How does Peter do this? How does he keep his cool in the face of these people?"_

"Why me?" asked Gwen after a few seconds and the good doctor looked at her.

"I'm sure an intelligent young lady such as yourself could have put it together yourself," said Doctor Octopus but he just smirked, the obvious chance to state his superiority was too tempting to pass up. "Your father approves of that vigilante and he will trust Spider-Man in making sure that you're successfully retrieved."

"What makes you think Spider-Man would save me?" asked Gwen, trying to somehow convince Doctor Octopus not to lure the alter ego of her now powerless boyfriend into a trap.

"He's a do gooder, he can't help himself, he'd save me if my life was in danger," said Doctor Octopus simply. "And if anyone but Spider-Man makes a heroic attempt to save you, well I can't be responsible for what might happen."

With that, one of the robotic arms shot forward, just a mere few inches above Gwen's head and smashed a hole through the wall below her, reducing the cinderblock to mere dust.

"I do apologize for the dreadful accommodations," said Doctor Octopus as an afterthought, as he turned to leave, as Gwen was still tied to the chair, in an attempt to struggle, but whoever had secured her had managed to leave no room for maneuvering.

" _Got to find a way to free myself," thought Gwen. "I'm not going to play a helpless damsel in distress and get Peter killed, not if I can help it anyway…knowing him, he's going to try to rescue me, powers or not."_

With that Gwen endeavored to find a way out.

Peter sat on the couch, wrapped around a blanket, shivering, in a deep funk. Completely helpless and uncertain about what to do next, as he watched Aunt May, who was watching him closely, move around the kitchen, fixing dinner.

" _As much as I wished I wasn't Spider-Man at times, it did solve a lot of my problems," thought Peter. "Too many of my problems, I did kind of rely on my powers. Think Peter, there has to be a way where you can do something."_

Peter was brought out of his thoughts by a call on his cell phone.

"Hello," said Peter in a tired voice.

"Pete, I'm sorry I couldn't call you sooner, but I heard what happened with Gwen," said Harry. "Kidnapped, I can't believe it and right in front of you. You must feel bad."

"Bad, helpless, whatever you want, Harry," said Peter.

"Any clue on what might happened?" asked Harry. "I just caught it on the news."

"I know just as much as you do, Harry" said Peter as he did in fact have the news on in the background, but was not really paying too much attention to it. It was the usual bad news, although Peter could not think of anything worse right now than what happened today. Perhaps he was being selfish, but at this point, he frankly did not care.

"So, are you holding up well?" asked Harry.

"I'm hanging in there," replied Peter shortly, as he just leaned back on the couch, but the image of Doctor Octopus appeared on the news suddenly, which caught Peter's attention. He made a movement with turn up the volume so he could hear, as it appeared that this was some kind of video tape.

"Hello, citizens and Spider-Man I have a feeling you may be watching," said Doctor Octopus. "If not, well that's not my problem. As you have found out, some associates of mine have kidnapped young Miss Stacy. I'm not a monster by any means but my hand has been forced. Spider-Man has victimized me and that is something I cannot stand for. So this goes out to Spider-Man, one final battle, to the finish, between the greatest scientific mind this world has ever seen against this meddlesome pest who calls himself a hero. Further instructions will be issued by eight o' clock tomorrow morning, directed towards Captain Stacy. All further contact will be made through him but one final warning. If any other costumed do gooders or police attempt to make a heroic rescue, then the consequences will be most disastrous for Miss Stacy. Until tomorrow morning, Spider-Man."

"Did you hear all of that, Pete?" asked Harry. "Peter?"

"Yes, I did," said Peter, as he felt himself between a rock and hard place. "I hope Spider-Man heard the message, wherever he is."

"What if he didn't?" asked Harry. "I mean, sure Spider-Man would save anyone in a heart beat but what if he doesn't learn about this until it's too late."

"Then, I've got to make sure that Spider-Man saves Gwen," responded Peter coolly so Aunt May could not hear him from the other room. . "I need to make sure that Octopus gets what he wants."

"How?" questioned Harry. "I mean, what are you going to do? Put up a Spider-Man suit yourself and surrender yourself to Octopus."

"Yes, Harry, that's exactly what I'm going to do," said Peter sharply.

"Pete, even I know that's a dumb idea," replied Harry.

"Yeah, Harry, I guess you're right," said Peter.

"We're just going to have to have faith in Spider-Man," replied Harry. "Listen Pete, I got to go, call me if something else breaks or I'll call you if I hear it first."

"Will do, bye," said Peter but he knew what he had to do. Really there was no choice.

In Doctor Octopus's lair, Gwen continued her attempts to free herself. Several hours she had tried, but she did not give up.

" _Finally," thought Gwen, as she felt one of the ropes loosened. "Now the hard part, if there was only something sharp to cut this…but I guess I'm going to have to make do with what I have."_

"Listen, we need more time, Spider-Man hasn't been seen since he foiled your last crime," argued Captain Stacy over the speakerphone.

"Please, Captain, if you had wanted to find Spider-Man, I'm sure you would have figured out a way to locate him by now," said Doctor Octopus in a bored tone. "And don't bother attempting to trace this call, I have technology that can block any tracking attempts."

"I have people searching for him, but he's not something you could look up," said Captain Stacy, with a sigh. He was battling with a mental dilemma to begin with. On one hand, his daughter was in danger and the only person who could save her was Spider-Man. On the other hand, this looked to be a trap that even Spider-Man could not get out of. Spider-Man had done so much for the city. This was the very definition of a no win situation.

"Not my problem," replied Doctor Octopus coolly. "I'm a fair man, but even I have my limits. And unless you can somehow get Spider-Man shortly, then I'm afraid that I must offer my condolences on the tragic loss of your daughter. Truly it is a shame."

"I'll take it from here, Captain Stacy," said Spider-Man as he showed up. Relief filled the man's, but he could not help but notice that Spider-Man walked in on his own two feet, with no hint of powers. Spider-Man walked over. "Okay, Octavius, I'm here."

"I knew you wouldn't disappoint, arachnid," said Doctor Octopus over the telephone.

"Where is she?" asked Spider-Man.

"You'll find out in due time, Spider-Man," said Doctor Octopus in a calm voice, that was slowly grading on the hero's nerves.

"Listen Octavius, you tell me where you're keeping her or when I find you, I'll rip those robotic arms of yours off and ram them down your throat!" shouted Spider-Man loudly, losing his patience and thus he stopped to take a deep breath, when Captain Stacy was looking at him with a perplexed look and Spider-Man realized that he let his own emotions get the better of him.

"You're in no position to threaten me Spider-Man, not with an innocent life hanging in the balance," taunted Doctor Octopus. "I'm sure you wouldn't want that to happen."

"No," said Spider-Man through gritted teeth. Powers or not, he had the strongest desire to strangle his enemy with his own arms. "You said you have instructions."

"I did," said Doctor Octopus. "Times Square, from there, it shouldn't be too hard to find what you need. My associates will point you in the right direction."

" _Associates, I don't like the sound of that," thought Spider-Man in a panicked voice. "But I have to play his game…if I ever want to see Gwen again…"_

"If I fight you, you'll let her go, alive," said Spider-Man.

"You have my word, Spider-Man," said Doctor Octopus. "Whether you choose to believe it or not, that's your problem. And the police are not to be involved or don't even get any of your little super powered playmates involved or the girl dies. No exceptions. Until we meet Spider-Man."

With that, there was no further communication.

"Spider-Man, I'm sure we can find another solution," replied Captain Stacy.

"Your daughter's life hangs in the balance Captain," replied Spider-Man. "There's no other solution. None at all, this is something that I have to do."

" _No matter how hopeless this is, I have no choice," thought Spider-Man, as he walked out. He had his web shooters, filled, but once again, without his spider powers, his webbing might not serve that much of a use._

Captain Stacy watched Spider-Man. At first he just merely had his suspicions but now he was nearly convinced.

"A no win situation," he muttered to himself.

" _Pete, what in the hell were you thinking this would accomplish?" thought Spider-Man in desperation, as he moved through the heavy snow and ice fall, thankfully it had stopped, on foot. "Oh that's right, you really weren't, because you were concerned about Gwen's life being in danger. This is a no win situation. If I don't do anything, then Gwen's doomed. If I do something that gets me killed and she has to live with the guilt just like I did with Uncle Ben. If we had just decided to not go out that day, none of this would have happened"_

Spider-Man gingerly climbed over a parked vehicle, nearly slipping. Without his spider powers, it was like climbing a steep mountain, with someone with his lack of coordination.

" _Well here, I am," thought Spider-Man as he looked around. "No one here, not even one thug, not that I could have even handled a thug…or no one I can see. Well, I don't need my spider sense to know that I'm walking into some type of trap."_

Little did Spider-Man know that on a concrete slab behind him, in the middle of the snow and ice, was sand. A hand rose up and turned to a fist, with Spider-Man just luckily turning around to see it.

In time for the hand to smash right into his chest and knock him to the ground. The form of the Sandman rose up to face Spider-Man.

" _Yep, a trap, about figured that much, Doc Ock's not going to play fair," thought Spider-Man as he was in pain and he tasted his own blood. He struggled to his feet, slipping and sliding, before another sand fist struck him back down._

"Ah, what's the matter web head?" taunted Sandman. "You don't look so hot today. A bit under the weather I see, well the flu's going around. Good thing Dr. Sandman brought you a sedative."

A hammer swung down towards Spider-Man but he somehow managed to avoid. Slipping and sliding, he attempted to regain his footing. Sandman dove at him with both fists, but he somehow ducked out of the way, by virtue of slipping on the ice and falling right on his face.

" _So embarrassing right now," thought Spider-Man. "Focus, Peter, Gwen's counting on you to save her."_

Back to his feet and the Sandman turned to face Spider-Man but two web lines shot out. They passed right through Sandman and latched onto a dumpster. With all his might, Spider-Man tugged, but he couldn't even move the dumpster a fraction of an inch.

Sandman moved right back into the attack and Spider-Man was knocked right on his back again. A hammer moved down but Spider-Man slid underneath a parked car and avoided the attack.

"Come out and fight you wall crawling chump!" called Sandman. "You can't hide forever!"

Spider-Man moved over and he removed one of his web shooters.

" _I really hope this will slow him down, because I'm running down of ideas," thought Spider-Man as Sandman rose up as Spider-Man swung the metal web shooter. A loud smash and Sandman was smashed into dozens of sand particles. "And I just threw out my shoulder!"_

Sandman reformed, as Spider-Man tried to make a break for it. Seeing a snow plow, an idea formed in his head. He dodged around, as Sandman was back in the game.

"Over here!" called Spider-Man shortly, as Sandman turned and moved right towards him. Sandman swung his large sand hammer but Spider-Man slid out of the way. Sandman impacted the side of the building, which caused it to crack and Spider-Man moved around.

" _Keys in the ignition, door unlocked, it's a wonder that we still have such trusting souls in New York, well not that I'm complaining," thought Spider-Man as he moved inside the snow plow and started it up._

Sandman turned and spotted Spider-Man, but the plow drove right towards him, picking up snow accumulation.

" _One of these levers has to fling the snow," thought Spider-Man and after a few seconds, he figured it out, as Sandman smashed right into his windshield. "Right, here, please work"_

A large amount of snow was flung right towards Sandman. The villain gave a pained grunt as he was buried underneath the snow. Spider-Man crawled out of the passengers side, breathing relief, but suddenly, a figure rose up. The Sandman was covered from head to foot from snow and ice and he was not amused.

Spider-Man managed to somehow avoid an ice hammer and move his way inside a department store, with Sandman giving chase, covered in snow. Spider-Man ducked behind a clothes rack, as Sandman smashed up the store.

" _Wait melting…all that water," thought Spider-Man before it clicked._

Spider-Man summoned what little strength he had to push a shopping cart right towards the Sandman. It smashed into him, causing bits of mud to splatter everywhere.

"Hey, mud man, think you can catch me!" shouted Spider-Man.

"I'll make you pay for humiliating me like this!" shouted Sandman who was a bit slower then normal, as the slushy mud that formed his body raked against the floor and even Spider-Man was able to keep away from him at a decent pace.

Back outside, Spider-Man stood as Sandman made his way out, right into the winter air. Once Sandman realized that he had been duped.

"Ah hell!" shouted Sandman as he turned to move back inside, but several lines of webbing barricaded the door. He raised his arms to smash his back inside, but the water condensed, into ice, basically limiting his movement.

Spider-Man stared at an ice statue of the Sandman. He collapsed in the snow, breathing heavily, but the villain incapacitated, he could breath more easily.

Or maybe not, as now with the villain out of the picture, there was no way to get information out of him about where Doctor Octopus was and thus no way to save Gwen.

" _Back to square one," thought Spider-Man. "But, Vulture and Electro haven't showed yet, so I bet my webbing that they're lurking around somewhere."_

Doctor Octopus had monitored the situation closely from his hideout, with a smirk on his face. Spider-Man had defeated the Sandman, despite taking a bit of a beating. There was something off about the hero but that was neither here nor there.

"Electro, you're up," said Doctor Octopus through his communication link.

Gwen watched as Doctor Octopus was preoccupied. It was a constant job, but she had just about freed herself. Now all she had to do was find a way to slip by.

" _Got to get to Peter somehow once I'm free, let him know," thought Gwen. "Then he call for help, the Fantastic Four, the X-Men, get the Hulk mad and sick him on these six goons, anyone. Just about…now careful Gwen, don't make a sound…nice and easy, the door's over there, straight shot."_

Gwen moved towards the door, quickly as she could without making a racket and turned the knob, but it creaked, which caused her to wince. For a second, she thought Doctor Octopus was distracted, but as she pushed the door open. She felt something grab her from behind roughly by the shoulders. Gwen turned and felt the ends of Doctor Octopus's robotic arms clamped around her shoulders. Enough to hold her but not enough to cause serious lasting injury.

"I do hope that you weren't making a foolish attempt to escape," said Doctor Octopus as he watched Gwen struggle. She looked down, in despair, the power source for the arms taunting her, it was just out of reach. If she had not been held so far away, she could have easily kicked it out. "Well, we wouldn't want you to ruin my plans. I do still fully intend on releasing you once I have assured Spider-Man's demise, despite your less than grateful response to my hospitality."

" _Of course there would have to be a cage in the criminal hide out," thought Gwen cynically, as Doctor Octopus placed her inside and locked the door tight._ _"One chance, and you blew it big time. Guess I know how Peter feels sometimes."_

She sat, helpless, in despair. Ropes were one thing but she doubted very much that she would escape from that one.

Spider-Man shivered, his costume was not built too well for the winter months and his fingers and toes were beginning to get numbed but he gave himself a shake of his head, he had to stay focused on the matter at hand. He moved around and it was not too long before he heard a loud crack, and the form of Electro appeared. A blast of electricity was just very narrowly dodged by Spider-Man and it caused sparks to fly everywhere once it hit the ground.

"This time, Spider-Man, this time I'm going to get you, you aren't going to fool me again!" shouted Electro as two more blasts of electricity went towards Spider-Man. One of them shot up and hit a power line, causing it to fall to the ground, right into the ice. Several sparks flew and it was a dangerous situation.

" _Well the only good thing about the snow and ice is no one in their right might is going to be out here in the weather," thought Spider-Man as he just tried to keep away from Electro, but the blasts of electricity was going for him and got closer to hitting. "Got to try this!"_

Spider-Man aimed and a line of webbing went right towards Electro but with a motion, it was zapped and it melted. Quickly, Spider-Man moved towards a building, in an attempt to make a strategic retreat.

" _Oh right, forgot," thought Spider-Man as his attempt to climb the wall had gone awry, sliding back down. "No spider powers, no hope of getting out of here the easy way."_

A huge burst of electricity and Spider-Man was lifted off of the air from the power charging the wall and he landed on the ground with a massive thud. Electro stepped forward, a twisted grin on his face, as he held his hands, before he blasted two bolts simultaneously. One of them had struck a store, causing several appliances to go haywire and the other had blown a ice patch of ice and a section of the street to bits. Another blast and Spider-Man was not struck but the backlash had launched him backwards. Thankfully he landed on a snow bank, which broke some of the fall.

"I hate my life," grumbled Spider-Man as he pulled himself up.

"Don't worry, Spidey, I hate your life too!" yelled Electro with a crazed look in his eyes, as sparks flew from his fingers. "Why don't I do us both a favor and end it now!"

Electro aimed and Spider-Man could not move in time this time. A large blast of lightning struck him right in the chest. Spider-Man flew backwards and smashed right against a truck but much to his ever lasting shock, he was somehow breathing. Sure he was in a lot of pain and his costume was blackened slightly where Electro hit him

" _That should have killed me," thought Spider-Man, as he wondered whether he just play dead . "I'm not sure if it was lucky or not it didn't."_

The thought of Gwen motivated him to struggle up to his feet. He felt his hair standing up on end underneath his mask and Electro aimed right at him, but Spider-Man instinctively shot a line of webbing upwards, before he, with a little effort pulled himself up. He swung over Electro and dropped down right behind him. Quickly, he managed to sweep the legs of Electro out from underneath him. Spider-Man slumped against the wall, dazed and a bit shaken but Electro was up and he was not pleased.

"You're wish that would have killed you, Spider-Man!" shouted Electro but Spider-Man picked up a trash can lid and flung it with what little might he could manage in his condition at Electro. It blocked the lightning blast but Spider-Man continued to move on, every muscle in his body aching.

" _Can't climb the wall but maybe I can climb that ladder," thought Spider-Man, as he looked towards a ladder and climbed his way up the ladder. Somehow, he managed to beat Electro but he looked down, the ladder reduced to melted metal as Electro climbed it._

"Come on, Electro, I'm up here, unless you've shorted out already," taunted Spider-Man as he looked behind him. He had no idea where he would go.

" _Okay, this will either give that nutcase even more power or so much that it overloads him," thought Spider-Man. "Well here goes nothing and I do mean nothing."_

"You're not going to get away from me this time, web head!" shouted Electro as he blasted another couple of bolts of electricity but Spider-Man avoided them, mindful that one slip and he would plummet straight down the streets below.

"With aim that bad, I don't think I have to worry about you," said Spider-Man. "You're aim is about as bad as your outfit."

"Well at least it's not as bad as your insults, you wall crawling idiot!" shouted Electro.

"Like yours are any better, starfish face," said Spider-Man as he ducked, as he slowly maneuvered Electro over. One in a million shot, he had to do this right now. Quickly, he wrapped a line of webbing around the electrical line and quickly ripped it out, before it wrapped around Electro.

"You're joking right?" asked Electro in disbelief, as Spider-Man removed one of his web shooters and took careful aim, before he threw it at the circuit box. It connected and caused an electrical overcharge. A large burst of electricity surged right through Electro and the villain screamed in agony. The electricity from the power lines and the electricity from Electro had caused a super powered surge, that had within moments blacked out the city.

Spider-Man watched, unable to do anything, as Electro flew backwards and landed, eyes glazed over. Cautiously, Spider-Man stepped forward, but a large shower of sparks flew from the downed body of Electro. The web slinger carefully retrieved his web shooter, which was now a melted

" _Damaged, now I'm down to only one web shooter, not exactly one of my better ideas," thought Spider-Man as he stepped forward, once the shower of sparks, as he looked down at the downed Electro. "Shallow breathing, still alive, just going to be catatonic for a while. Two down, now got to keep my eyes peeled for Vulture and then hopefully I can get closer to finding Gwen."_

Doctor Octopus was not deterred by the face that Spider-Man defeated Electro. Nor was he even irritated by the fact that the fight and Spider-Man's method of defeating Electro had blacked out the entire city. He had his own backup power source in the hideout, if nothing else as it could not be tracked.

"Mysterio, you're up," said Doctor Octopus through the communicator.

Spider-Man managed to climb down off the building, where he had left the unconscious Electro downed and webbed up. A quick check in the distance saw that Sandman was still frozen and he looked up in the skies. There was no Vulture in sight but he was very tense. He knew something was bound to happen and sure enough, seconds later it did.

" _My spider sense it's going insane," thought Spider-Man but then he paused, when he had realized what had just happened. "Wait a minute, spider sense?"_


	35. And Then There Were Six Part Three

**Chapter Thirty Five: And Then There Were Six Part III**

A loud burst of green smoke filled the air around the web slinger and Spider-Man stepped back, to gag on the smoke, before a very familiar form appeared.

"Mysterio?" asked Spider-Man in confusion, he was completely thrown off, having expected the Vulture.

"In the flesh, Spider-Man!" triumphed Mysterio that boomed all over the city. "No doubt you are stunned by the amazing and one of the kind entrance of the mystic master of might, Mysterio!"

"No, I was kind of expecting someone who's head I didn't automatically want to put on the fireplace for the holiday season," dead panned Spider-Man as he looked at the villain, his focus completely on Mysterio. He still felt weaker than he should and he doubted that his spider powers, even if they returned, were at full strength.

"A pity, as you will soon be dazzled and dismantled by the awesome might of Mysterio!" bellowed the villain in a boisterous voice, as a loud crack and a bright light had blocked Spider-Man's line of sight, as it was difficult to see where Mysterio had gone. With a few steps, Spider-Man felt around but Mysterio was no longer in front of him.

Then again, with Mysterio, it was hard telling if the master of illusion was even anywhere where Spider-Man thought he was.

" _Stay alert," thought Spider-Man but a loud barreling sound of a truck jerked him out of his senses. A semi truck began careening right towards him. "Got to jump!"_

Spider-Man jumped over the truck but when he tried to land on top of it, he fell right through it, proving that it was a hologram. He had only seconds to react.

"The thing is Spider-Man, even with your powers, you will never be able to tell fantasy from reality!" declared Mysterio in his loud voice, as Spider-Man shot webbing with his one working web shooter towards where he thought Mysterio was but it splattered against the ground.

"Help, someone help!" shouted a little girl who was playing in the snow nearby but had slipped and a section of the building was beginning to crack, to drop a ledge right on top of her. Spider-Man paused for a brief second before he shot his webbing up. With great effort, he swung over to grip her, but the girl burst into dust, as Spider-Man dropped to the ground.

"Face me Mysterio!" shouted Spider-Man losing his patience, but several flaming knives appeared from thin air. Spider-Man just stood there, the knives passing through him, holograms. "Your holographic games will no longer fool…owww!"

Spider-Man was caught off guard by the fact that a very real flaming knife had caught him across the shoulder. It barely caught him but it was still enough to give him pain on top of anything else. He dodged several more that were real but others were still holographic illusions.

"How are you throwing real knives?" demanded Spider-Man catching one with his webbing before, he swung it around, knocking them out of place one by one.

"A true artist never reveals his secrets, Spider-Man!" bellowed Mysterio, as a miniature avalanche of snow appeared, apparently driven by a snowplow. Spider-Man looked on, the plow as moving but no one was driving it.

"You slipped up in your story telling, Mysterio!" shouted Spider-Man but suddenly his spider sense went off very faintly, before he was buried under several feet of snow. Spider-Man's head barely stuck out of the snow as the laughing form of Mysterio appeared in the driver's seat.

"This has been a glorious production Spider-Man but sadly, it is time to cut this scene!" shouted Mysterio as he walked over. "Time for the grand climax, the third act, the unmasking of Spider-Man!"

Spider-Man managed to free his arm enough to shoot a line of webbing, to wrap around a stone gargoyle. It was covered in ice but with a tug, he pulled it, before he sent the stone stature flying at Mysterio. Mysterio had to dodge and was knocked off balance, which allowed Spider-Man sufficient time to pull himself out of the snow.

Spider-Man sprung up but Mysterio threw a pellet in the air, releasing a green fog that caused Spider-Man's vision to be obscured. He swung around but he found nothing. He heard foot steps but the fog made him rather light headed.

It began to slowly clear and once again, Mysterio had vanished but his insidious laugh echoed throughout the city. Spider-Man looked around side to side.

" _Great, beaten up, frozen, burned, electrocuted, sore, and with powers that could very well go back out at any time and haven't completely turned and I have to play a game of hide and seek with the demented man with the fishbowl on his head, not to mention that I have at least two other villains that I have to worry about and my girlfriend's in danger," thought Spider-Man as he tried to clear his head. "I try to stay positive but really, can this night honestly get any worse?"_

"SPIDER-MAN!" shouted Mysterio in a boisterous voice that echoed all over the city, and Spider-Man looked over, to see the villain standing in the street. With all the strength he could muster, he aimed a kick, fully intent to knock the helmet off but Mysterio disappeared. "You haven't got me Spider-Man but here I am!"

Spider-Man moved forward, and swung a punch, but that Mysterio proved to be a hologram as well.

"Or I am over here!" bellowed Mysterio and Spider-Man swung his fist, but the other Mysterio disappeared, with another one appearing across the way. Spider-Man rushed forward. "Or maybe I'm over here!"

Spider-Man swung his punch right at Mysterio but it ducked. Another appeared right from the same side of street, just several steps over.

"Or maybe I'm over here!" called Mysterio in a taunting voice and Spider-Man shot his webbing, which wrapped around thin air. "That's right, Spider-Man, I could be anywhere!"

Another Mysterio appeared, and Spider-Man fought it.

"STOP WITH THESE GAMES, BECK!" shouted Spider-Man. "If you're going to try and kill me, get it over with!"

"But it's no fun without drama, Spider-Man," taunted Mysterio, as Spider-Man aimed a kick, but the master of illusion proved to be yet another illusion. "So close yet so far, I could be anywhere, in fact I could be over here!"

Spider-Man paused, before he stopped and spun around, where another Mysterio had appeared and he aimed a fist but a loud crack had caught Spider-Man right in the back where the Mysterio appeared.

"That one was real," grumbled Spider-Man, as he turned, where Mysterio appeared to be levitating off of the ground. "No, not going to get away that easily."

Spider-Man shot a line of webbing but a loud burst of light echoed and four different Mysterios appeared in mid air.

"Great!" shouted Spider-Man as he shot his webbing at one of them but it vanished in mid air. "He's playing games with my head."

" _Calm down," thought Spider-Man. "Try and focus, use your spider sense…or try to, to find the threat."_

Spider-Man screwed his eyes in concentrating, the flashing holograms continued to change position and there was no indication if any of them were even the real Mysterio. Spider-Man continued to attempt to use his webbing to grab onto something, while shooting at mid air.

"Come on Spider-Man, surely you can defeat me!" shouted Mysterio. "Or are you finally willing to acknowledge the superiority of the master of mysticism Mysterio!"

"Not by a long shot," said Spider-Man, breathing heavily but he steadied himself and he saw only one Mysterio. Quickly, he shot a line of webbing and with great difficulty, he pulled himself up. Spiraling through the air, very nearly losing his grip on a couple of occasions, Spider-Man made his way towards the levitated Mysterio.

" _Got to find out the trick, then I should be able to defeat me," thought Spider-Man but suddenly, as he blinked, there was no more Mysterio. "What the…no, he has to have found someway to create the illusion of invisibility."_

Spider-Man swung forward and a twinge of spider sense indicated that he was on the right track.

CRACK!

Spider-Man hit something hard and he slid down something, before a building appeared. He tried to grab on, but it was difficult to gain a foothold. Quickly, he braced himself and landed on the ground. He skidded several feet and managed to scrape up his elbow.

A loud booming laughter and Spider-Man looked. He was not sure whether it was because he may have hit his head or it was another Mysterio trick, but he was surrounded by a dozen Mysterios.

"That's right Spider-Man, no matter where you look, I'm everywhere!" bellowed several voices in unison. "One of them is the real Mysterio, the question is which one! And can you find out before the final curtain is dropped on you?"

Spider-Man dove right at the holographic duplicates one by one but stopped when his spider sense registered nothing. He continued to move around, mindful of the fact that Mysterio was likely not somewhere close and the holograms kept appearing, with the possibility that the real one was among them growing slimmer.

" _I can't keep this up for ever," thought Spider-Man, as he seemed to have swung at about a hundred holographic duplicates and there seemed to be no end in sight. "I could be at this all day and all night, until I collapse in a dead exhaustion. There's only one thing I can do right now."_

Spider-Man stopped, before he dropped down, breathing heavily.

"That's it Beck, no more," said Spider-Man using what little strength he could muster to throw his hands into the air. "That's it, I'm done."

"I beg your pardon!" bellowed Mysterio.

"Done, finished, you've won, congratulations," said Spider-Man. "I just can't keep up with it anymore, you've beaten me, I should have never tried to challenge you."

"Yes, Spider-Man, it is so pleasing to find out that you have finally acknowledged that I am in fact superior!" yelled Mysterio triumphantly. "The defeat of Spider-Man is masterminded by Mysterio, such a glorious occasion. The final monumental victory and finally, to see you on the ground where you belong!"

"Yes, Mysterio, you've done what no one else has ever done," remarked Spider-Man. "Not the Green Goblin, not Doom, not Magneto, not the Kingpin, not even Doctor Octopus, you've broken me. Congratulations but I do have one final question."

"Ah yes, Spider-Man, I believe I can offer you the courtesy of one final question before I orchestrate your death scene!" boomed Mysterio.

"Why are you working for Doctor Octopus?" asked Spider-Man. "Ock talks about how he's a great criminal mastermind, but that's a lot of hot air. To me, you're the real criminal mastermind and Doc Ock's nothing but a petulant little nobody compared to you."

Doctor Octopus sat, eyes widened in shock. He had never expected Spider-Man to fall and to Mysterio of all people. A frown appeared on his face, Spider-Man needed to be worn down by the others but the final defeat should be orchestrated by Doctor Octopus. He reached over, to the computer.

"To find the right frequency of the holographic equipment and then I'll cancel your production, Beck," said Doctor Octopus coldly. "Try and upstage the might of Doctor Octopus, well I'm not going to allow this to happen."

It was not difficult to find with all of the electricity being put out in the city.

"There will be plenty of time to establish the fact that I've defeated Spider-Man, I will be known and finally respected the world over!" yelled Mysterio boldly. "Farewell web head, now its time to bring this scheme into post production!"

A loud crackle was heard before Mysterio could finish the job on Spider-Man and suddenly, the holographic duplicates of Mysterio disappeared one by one with a loud pop. Mysterio looked around, before he suddenly became visible, several feet right to the right of Spider-Man. The master of illusion was caught off guard, wondering how his tech could have failed and Spider-Man sprang up to his feet, before he shot webbing around Mysterio. The villain was trapped and one vicious punch knocked the glass helmet off of his head, before Spider-Man ripped off the gloves, causing wires to rip from a collar around Mysterio's neck.

"Now wait, Spider-Man, I thought we had an understand…that I am superior," said Mysterio in a shaky voice but Spider-Man ripped off the sleeves of Mysterio's outfit, to reveal a remote control device, before it ripped it out and stomped on it and then one uppercut punch caught Mysterio right in the face. Mysterio was staggered, before Spider-Man wrapped more webbing around, before he strung the demasked and de-teched Mysterio upside down by a light post. He struggled but without his tech, it was useless.

" _Yeah, I knew I could always count on your vanity, Ock and your ego wouldn't allow another villain to steal your victory over that meddlesome arachnid," thought Spider-Man as he walked away, leaving Mysterio. "Sandman…Electro…Mysterio was a surprise, the Vulture's still flapping his wings somewhere and I still have to deal with Octopus."_

"Gwen, please hang on," muttered Spider-Man. "I'll be there as soon as I can, although in what condition, I have no clue."

Spider-Man turned, he kept his eyes to the sky but he also looked towards the streets, because the last thing he wanted was to get caught off guard by some surprise on the ground.

"Kraven, go," said Doctor Octopus, after a few minutes, when he had verified that Spider-Man had secured Mysterio.

A cold snap of wind had caused Spider-Man to shiver and be knocked off balance, as he slipped and slid in the snow but given all of the other aches and pains on his body from the battles with Sandman, Electro, and Mysterio, the unbearable cold of December in New York was not too bad. He felt underneath his mask, his vision was blurry. This could easily be accounted by the swelling.

" _Yeah, having one of my eyes swell shut just the thing I need," thought Spider-Man bitterly. "And I'm still not…whoa spider sense…"_

Spider-Man was taken out just a split second after he was alerted and he had no time to reaction. He was thrown to the ground and slowly pulling himself to his feet, he came face to face with the snarling form of Kraven the Hunter. Kraven went for a punch but Spider-Man slid underneath it and attempted to regain his footing.

"Listen, Kraven, I don't have time for this!" shouted Spider-Man but the hunter was not in the mood to listen to reason. A dagger flew right towards Spider-Man but the web slinger ducked. The dagger cracked the side of the building.

"You'll make time Spider-Man, I still have my honor to restore," said Kraven. "Doctor Octopus has given me a chance to hunt you one more time and I'm not going to pass up the opportunity. Kraven sees you, Spider-Man, you've grown weary. The bait for the trap that Doctor Octopus has set, you've taken it, it will be your demise. It matters little to Kraven what happens to the girl, all that matters is that I take you as a trophy."

"You're not going to get me that easy," said Spider-Man as he shot out a line of webbing, before he tugged at Kraven's mustache but the hunter grabbed the webbing. A sharp tug and Spider-Man spiraled right towards Kraven. He slid underneath the attack of the hunter and Kraven turned around, right with a kick.

It barely made Kraven flinch and the hunter grabbed Spider-Man's ankle as he tried another kick. With a throw, the web slinger just barely avoided a dangerous fall. The hunter rushed Spider-Man but the web slinger ducked, before he swung right towards Kraven. Reaching down, Spider-Man grabbed Kraven, before pulling him up with what little strength he could manage. His arms began to buckle, before the webbing could no longer hold him. Spider-Man flew to the ground, with Kraven crashing down as well.

To his feet but not for long, as Kraven withdraw a large wooden staff and swung it. Spider-Man just barely avoided the attack. With a leap, Spider-Man jumped from side to side, but Kraven grabbed him in mid move, before he swung the staff but Spider-Man shot the webbing around it and pulled it from Kraven's hand, but the hunter was back on his feet. A punch swung but a back flip put Spider-Man back on his feet.

"I see your abilities waning Spider-Man, you're not your full power," said Kraven. "Such a shame, truthfully, Kraven had hoped to fight you first so he could get the full satisfaction of finally collaring his prey."

A big punch from Kraven knocked Spider-Man to the side and a net was thrown at Spider-Man but the web head wrapped webbing around it before he flung it back towards Kraven. Kraven caught the net and ripped through it with ease, but Spider-Man threw two punches, before the hunter blocked and rammed his head right into the chest of Spider-Man, before he flipped the web head to the ground and grabbed the back of his head, forcing his face into the frozen ground.

"But the luck of the draw is a harsh mistress, almost as if it is the law of the jungle," said Kraven as he hoisted Spider-Man off the ground, but Spider-Man was not done. He carefully aimed a kick right into the side of the head of Kraven, before he leapt up. Kraven charged Spider-Man but the hunter was sent flying right into a road sign. The sign was dented and knocked off the pole, before Spider-Man looked towards an icy hill, as he dodged a second attack from Kraven, before he leapt up and shot more webbing, wrapping around the feet of Kraven and before he pulled the hunter off of his feet.

" _Well here goes the new most stupidest thing I've tried all day," thought Spider-Man as he slid the road sign and caused it to spiral down the hill, with Spider-Man on top, barely able to maintain his balance and Kraven being dragged behind him. The hunter struggled, before he removed a knife from his belt and sliced right through the webbing. Spider-Man somersaulted to give himself some room, before the sign crashed on the button of the hill, before he shot his webbing, wrapping around a light post and swung around, but Kraven was nowhere to see. "He can't have gone too far."_

No longer had those thoughts echoed throughout the mind of the web slinger, when Kraven leapt right at him. Spider-Man tried to deflect the attack but Kraven wrestled him to the ground. With all the strength he could muster, the web slinger stuck his feet underneath the chest of Kraven and flipped him but Kraven landed right on his feet and swung a punch, to soften up Spider-Man. The web slinger was staggered and Kraven picked him up, before tossing him down to the ground.

Kraven stalked his prey. The web head looked up, groggily, and noticed that Kraven was a bit more sluggish than normally. With a quick somersault, Spider-Man spiraled himself behind Kraven and forced the hunter to move, before he spotted several items in his belt.

"You've run out of room my friend and you've weakened," said Kraven triumphantly and he jumped Spider-Man, before he hoisted the hero off the ground. "I have you now. You have been worthy prey but Kraven has finally triumphed."

"Who has who?" asked Spider-Man as he yanked a dart from Kraven's belt before he jammed it right onto the side of Kraven's neck. The hunter's legs buckled, with Spider-Man able to land on his feet. The extreme cold had already weakened him enough and Spider-Man took a deep breath, before he leapt up and caught Kraven with a kick. The hunter crashed to the ground, the effects of the tranquilizer dart having defeated him.

Without another word, Kraven was down for the count. Staggering slightly, Spider-Man slumped over, before he looked down at Kraven. The web head picks Kraven up off the ground and aimed his web shooting, but only a few small bits of webbing splattered out, as he let Kraven drop in frustration.

" _No webbing, no problem, always have a couple of spares," thought Spider-Man as he pulled out the cartridges, which crumbled into dust as he removed them. He hastily dug around but he found no more web cartridges. "Okay, a bit of a problem."_

Spider-Man stood around, looking at Kraven but given the tranquilizer dart being put in his neck, he would be out of the count. Bending down, Spider-Man grabbed several more darts off of Kraven, before he stepped over the prone, unconscious hunter. As he walked around, he kept his eyes pealed for any other surprises.

" _This is not going my way," thought Spider-Man. "No closer to Gwen and who knows how many villains Doctor Octopus will send after me. I could be doing this until I drop dead."_

Gwen sat in the cage, not moving, not blinking, her heart thumping against her ribcage. She had dreaded the moment she would be released, if that would happen. That would mean only one thing, that Doctor Octopus had finally succeeded in doing what he had set out to do.

" _The only reason Peter's doing this is for you," thought Gwen. "The only reason Peter's in this mess to begin with is you. You just had to suggest you had to go to that science exhibit, didn't you? And Peter's life was ruined and now he's fighting for his life against those villains, because of me. If I get out of this, what type of relief will it be? How can I face his aunt? How can I face anyone?"_

Yet there was another nagging thought in the back of her mind, that popped up.

" _Of course, Peter's still out there, somehow," thought Gwen, suddenly thoughtful. "He shouldn't have lasted for this long. Even sheer determination couldn't have gotten him this far. Could they have returned? And if they did, how?"_

Scientific curiosity was an interesting thing and the very nature of how Peter got those powers remained a mystery. Gwen remembered that he let slip one time that anyone else who got bitten by that spider would have died and that just amplified her guilt. Despite the fact he recovered, Peter did nearly die that day, more than she would like to admit it.

And he was still out there, fighting for her, with villains that would like to kill him, because of powers that she felt partially responsible.

Yet powers that he needed if he wanted to survive.

Doctor Octopus was very grudgingly impressed with Spider-Man's tenacity, in fighting all of the super villains that he sent his way but also it just underlined the distance that the web slinging fool would go to save an innocent life.

"Vulture!" ordered Doctor Octopus. "This is your chance."

With that, the final villain other himself had taken off and Doctor Octopus made preparations. After fighting five other villains, there was no way Spider-Man could beat him this time and he eagerly awaited proving his superiority.

Spider-Man scaled the side of a building, as he kept a sharp eye out for the Vulture.

" _Not going to rely on my spider sense, because it's been off and on about how soon it warns me," thought Spider-Man. "Just got to trust my instincts…hopefully I get no nasty surprises. I mean Mysterio, Sandman, Electro, Kraven, Vulture, and Ock, six villains in one night, with reduced powers and…"_

Spider-Man was cut off in mid thought by a buzzing and he spotted the Vulture gliding right towards him. Instinctively, Spider-Man lifted an arm but he remembered that without any webbing, he would have to do this the hard way. Vulture dove right at Spider-Man but the web slinger avoided the attack before he turned again, as the Vulture turned around. The cagey old bird circled Spider-Man in the air, with the web slinger moving to the side of the building.

" _Have to time this right," thought Spider-Man, in deep concentration as he propelled himself off of the building. He very nearly missed the jump but he grabbed onto the Vulture's right wing._

"LET GO OF ME, YOU FOOL!" shouted the Vulture, as Spider-Man attempted to climb on the bird's back, in an attempt to disable his tech and bring him down to the ground but the villain had other ideas. "You've made a big mistake, Spider-Man!"

Spider-Man moved onto the back but the Vulture did a death defying spin in mid air and thus Spider-Man lost his balance. Another spin and Spider-Man was propelled off right in the middle of two buildings. He reached out helplessly but there was no options, as he continued to spiral down towards the ground below.


	36. And Then There Were Six Part Four

**Chapter Thirty Five: And Then There Were Six Part IV:**

At the last second, the Vulture dove down and grabbed Spider-Man. Spider-Man struggled, as the Vulture carried him high into the air.

"It's not going to be that easy!" shouted the Vulture as he threw Spider-Man done. Once again, Spider-Man spiraled towards the ground, but once again the Vulture dove down, before he grabbed Spider-Man and pulled himself up. "I've been waiting for this for months! Revenge Spider-Man, I'm not getting any younger and the time is now! I might not be able to get Osborn but I will make you pay!"

Once again, Spider-Man was launched down towards the ground, but this time, he tucked his head and managed to barely grab onto the clothesline wire. His hands slipped on the ice and Vulture dove at him, but the web slinger managed to swing up and onto the back.

"No impudent quips?" demanded the Vulture, as he spiraled through the air, with Spider-Man hanging onto the hover pack, just barely able to keep on the ride, as he tried to find a way to unscrew it.

"No time to waste them on you!" shouted Spider-Man in frustration, he was finally starting to crack and he could not pry the hover pack open and he lost his grip, before the Vulture threw him down. Spider-Man managed to mostly brace himself for the fall.

CRACK!

Spider-Man slid off the side of the building, very barely holding on, as the Vulture dove at him. The web slinger tried to pull himself up but he could barely stand.

" _Broken ankle, that's all I need right now," thought Spider-Man but the Vulture dove down and grabbed Spider-Man by the shoulder, before he pulled the web slinger up into the air and Spider-Man struggled, but the Vulture had a tight grip on him._

"Now, any last words Spider-Man?" asked the Vulture but he did not let Spider-Man respond. "On second thought, I'll just kill you!"

The Vulture threw Spider-Man down towards the ground. Spider-Man felt himself fall at an insane rate but he eyed a particularly thick snow bank. In a split decision, he managed to slightly slow and redirect himself down. He bounced off of the snow before he slid down. The fall was cushioned and would have been a lot worse had he splattered on the hard, frozen pavement.

Not that he did not have his share of aches and pains, as he slid down and landed. Spider-Man laid in the snow, breathing heavily, but despite the fact that his body was racked with pain, he managed to get himself to his feet.

"Hey, Vulture!" called Spider-Man, wincing as his ribs hurt from the strain of yelling but the Vulture had heard him and turned, in shock. "Yeah, that's right, I'm talking to you, you big old bald buzzard! Is that the best you can...give me?"

"Still alive?" demanded the Vulture but he held up his gloves, with metal tips extracted for them. "Well not for long!"

The Vulture dove right at the air, right towards Spider-Man but this time, the web slinger dodged the attack. The villain dove up and attempted to dive bomb Spider-Man once more but the web slinger propelled a large chunk of ice up, that the Vulture had to duck.

"Time for me to clip your wings, Toomes," said Spider-Man but once again, the Vulture was not in the mood and he dove right down towards Spider-Man. Once again, the web head narrowly avoided an attack and Vulture flew up and dove right down, nearly slicing Spider-Man with the claws this time. An acid dripped from them, burning small holes through the snow.

" _Okay, have to avoid that," thought Spider-Man as he watched his dangerous adversary circle him. Vulture dove at him, an absolute insane look on his face. Once again, Spider-Man just narrowly avoided his enemy and the Vulture had to fly back up before he smashed into the ground. With a movement, Spider-Man removed one of Kraven's tranquilizer darts from inside his glove. "Got to time this right, Spidey, one wrong move and he's going to skew you with those claws."_

The Vulture gave a crazed cry.

"DIE!" shouted the Vulture, as he dove right towards Spider-Man but the web slinger, gritting his teeth in an attempt ignore the damage in his injured ankle, leapt up right towards the Vulture. The old villain was caught off guard and Spider-Man managed to throw himself right on the Vulture's back. He stopped from plummeting the ground, flying low, before he went into the air, trying to throw Spider-Man off but the web slinger remained focused on the task at hand. Steadily, he held the dart, but the Vulture grabbed it out of his hands. "I bet you thought you were going to plunge this into my neck and put me down like an old dog?"

Spider-Man saw the Vulture's gloves, with the clawed tips filled with acid.

"Well yeah, that's my first plan," said Spider-Man as he managed to pull the glove off. The tranquilzer dart flew to the ground. "But this will do just nicely!"

Spider-Man quickly pried open the tips of the gloves before the acid dropped onto the hover pack and the top melting, causing sparks to fly.

"You fool!" shouted the Vulture, as he started to regain control, he managed to get to a good height before he was flying erratically and was reaching the ground, just barely managing to stay in the air. "YOU FOOL!"

"You're the fool, Vulture, stay still!" shouted Spider-Man frantically, as the cagey old villain seemed to try to be falling, despite his flight system being mostly compromised.

"If, I fall, I'm taking you with me!" shouted the Vulture, as he tried to launch Spider-Man off of his back but the web head hung on, as they continued to spiral towards the ground.

" _A few seconds before I crash," thought Spider-Man frantically. "Think, do something, man this is going to suck no matter what I do!"_

Spider-Man breathed heavily, before he grabbed the Vulture around the head and did a somersault. Still the stubborn old man attempted to dive off but Spider-Man managed to somehow engineer the fall to happen on a low snow covered building. He managed to somehow brace himself, where he landed on the part with the softest landing.

Of course, the fact that he basically used the Vulture as a crash pad helped. He landed, before he gingerly pulled himself off of his enemy, who had been knocked unconscious from the fall and was shallowly breathing. Spider-Man slumped over, hobbling on his bad ankle.

"Not broken, I don't think, but sprained, well it could be worse," muttered Spider-Man to himself, as his good leg nearly buckled out from underneath him. "Vulture looks like he took a nasty spill but he'll live. Doubt he'll be up for revenge again any time soon."

A beeping sound brought Spider-Man out of his thoughts and after a few seconds, he noticed that it was on the Vulture. Quickly, on a whim, he answered it.

"Hello, Spider-Man," said the voice of Doctor Octopus in the most polite manner possible, if he was checking up on an old friend.

"Octavius, I through playing your games!" shouted Spider-Man. "I thought you wanted to face me, but I guess the great criminal mastermind has to hide behind others."

"I wouldn't mock me with an innocent life at stake," responded Doctor Octopus crisply. "Miss Stacy is safe and alive, for the moment. As it is, it will only take one movement and I could snap her neck."

Spider-Man's hand shook as he nearly dropped the phone in anger.

"But I'm a fair man, Spider-Man, you've earned the right to face Doctor Octopus," continued Doctor Octopus. "And you shall but this will be the last time. Now listen very carefully, because I don't like to repeat myself and the girl's chances of living will be increased if you arrive before my patience grows thin."

Time ticked by, as Gwen sat, in the darkened room. She had not heard a word from Doctor Octopus but she supposed it might have been good news. He would have triumphed if he would have succeeded.

Whether or not he would live up to his word and release her, well that was another matter entirely.

It felt like days but it was only several hours and with no way out, all she could do was sit and wait.

Every noise lead to a misguided hope that help was on the way and it was just the noise of heavy wind kicking up.

A rattle and Gwen slowly turned, for lack of anything else better to do, but she looked up as a window behind her several feet was opened and in surprise when she saw had walked in.

" _It can't be," thought Gwen but she breathed a sigh of relief. Peter carefully scaled the ceiling above her, a bit beaten and battered but still breathing and alive. "His powers…they did come back."_

Spider-Man crawled above, very nearly losing his grip, mostly because his hands were wet. Carefully, he landed down, right on the bad ankle and just held himself up against a chair, before he stepped forward to.

"You're alive," muttered Gwen, breathing a sigh of relief, as Spider-Man moved towards the cage.

"Yeah barely, got to get you out of here, before Octopus catches onto the fact I came in another way," said Spider-Man as he tried to pry the cage open. "Locked, great, hang on, I'll find something to get it open."

No sooner had Spider-Man said those words, someone had stirred behind him.

"SPIDER-MAN, WATCH OUT!" shouted Gwen just as his spider sense had went off and just a split second before Doctor Octopus had knocked him down from behind, with a rapid fire blow by one of his robotic arms. Spider-Man landed on the ground with a thud.

"So predictable, Spider-Man," said Doctor Octopus in a bored voice, as his arms shot out, but Spider-Man dodged the attacks, trying to keep Octopus away from Gwen, so she would not get injured. "I knew you would locate an alternate entrance and try to get the girl out of here safely, pathetic and predictable as always."

The arms swung right towards Spider-Man but the web head nimbly dodged him.

"One innocent and you're stop at nothing to save them, despite the obvious signs that you should have stopped while you still had breath in your body," taunted Doctor Octopus as he watched Spider-Man's limp and eyes averted to the large black burn mark on the front of his uniform, where Electro zapped him. "You are weak Spider-Man!"

"You're the one that is weak, using an innocent to drive me out!" shouted Spider-Man as he aimed a kick but Doctor Octopus caught his foot with a robotic arm. The foot with the bad ankle and Spider-Man bit his tongue, he would not scream.

Doctor Octopus turned and swung, causing Spider-Man to smash against the wall. Out of the corner of his eye, he watched Gwen watch, in paralyzed horror, as he continued to be smashed around the room by Doctor Octopus. His powers may have been back but they were still too weak and there was no way he was going to be able to trick someone with the intelligence of Doctor Octopus.

"There are countless ways to break each and every bone in your body, Spider-Man," said Doctor Octopus as he tossed Spider-Man right in front of the cage. Gwen held onto the bars, she looked down, helpless, hopeless. Doctor Octopus kneeled down, careful to keep a distance. "Admit it, I'm your superior in every way, Spider-Man!"

"I'm not done yet," said Spider-Man but it hurt to breathe. Summoning every bit of strength he could, he dove right towards Doctor Octopus, hands reached, to rip the power source but Doctor Octopus blocked Spider-Man at the last possible second.

"Once again, predictable," said Doctor Octopus in a nearly bored voice, as he tossed Spider-Man to the side and he landed right on the ground. "Always with the obvious tricks arachnid. Save the innocent girl, disable the power source, I suppose you're going to try to use that pathetic concoction that you call webbing, next."

"I would if I could," grumbled Spider-Man as he avoided the robotic arms of Ock once again. The mad scientist seemed particularly content with destroying Spider-Man at his own leisure and with the power source, that leisure could last many hours. He had to do something, as he just barely avoided a shot, which smashed open a glass case, causing a fire extinguisher to drop on the ground with a loud smash and Spider-Man did an awkward roll to avoid being smashed by the remnants of the glass case after Doctor Octopus had ripped it off of the wall.

Quickly, Spider-Man grabbed the fire extinguisher, and sprayed the exhaust right at Doctor Octopus. The villain was more annoyed by this than anything, and his robotic arm shot out, before he ripped the extinguisher right out of the hands of Spider-Man. Spider-Man staggered and Doctor Octopus grabbed onto the shoulder of Spider-Man and hoisted him up, before he slammed the web slinger down at the ground.

He saw Gwen out of the corner of his eye and remembered that he was supposed to be here to save her.

Of course, no one bothered telling Doctor Octopus that, as the villain had Spider-Man pinned to the ground. Spider-Man managed to grab the robotic arm, as it was inches away from his throat and he struggled, kicking his feet, but his muscles felt weak and he could barely even keep a grip of the arm.

" _My powers," thought Spider-Man desperately, as the robotic arm slipped, just inches away from his head and smashed into the floor. "They can't be going again! NO, NO, NO!"_

"It's not as poetic as you would have hoped, is it Spider-Man?" asked Doctor Octopus, as a robotic arm each had pinned Spider-Man to the ground by his shoulders, the web head too weak to room. "You were to defeat me, rescue the girl, play the hero defeating the villain. But I have never been one to go for conventional wisdom and dutifully bow to the norms that society has laid down for me."

The other two robotic arms had grabbed Spider-Man's ankles and Doctor Octopus pulled him closer. His arms were held in the top two robotic arms and his legs were held in the bottom two.

"The Kingpin tried to kill me but what he failed to realize is that he should have stuck around to make sure the job was finished," said Doctor Octopus in a sadistic voice. "I'm not going, until I hear the last breath leave your body, Spider-Man!"

With that declaration, Spider-Man struggled, as Doctor Octopus's arms slowly extended, slowly pulling his limbs in four separate directions. He had felt pain beyond anything he ever imagined.

Spider-Man barely suppressed a scream. He was being slowly drawn and quartered by the robotic arms of this mad man. He would be pulled to shreds in no time flat.

If he could only be so lucky to pass out from the pain before he was ripped to blood shreds.

"STOP!" shouted Gwen, her hands clenched together. She could not take it anymore, watching Peter suffer like this and Doctor Octopus paused for a brief second, as she got up and attempted to push the door open but it remained immobile.

"I'm afraid it must be done," replied Doctor Octopus, more to himself than to the girl. "I'm sure you'll get over his death, as would others who have deluded themselves into thinking that Spider-Man is a hero. Besides, I'm sure some new foolish do gooder will spring up. There is always one fool with a death wish."

As Doctor Octopus was busy talking, Spider-Man noticed that his foot was free. Quickly, while Octopus was distracted, he pulled the foot and aimed a kick right at the face of Doctor Octopus. The villain was knocked backwards and somehow, Spider-Man managed to free his arms and other leg, before he landed on his feet. The sleeves and pant legs were torn slightly, with drops of blood but he jumped up, with another kick right to the face.

A robotic arm right to the shoulder had caught Spider-Man off guard, but Doctor Octopus had pulled Spider-Man up, he had noticed a loosened electrical wire above.

" _Well it worked with Electro," thought Spider-Man as he kicked off of Doctor Octopus's robotic arm, before he pulled it up, causing the wire to wrap around the upper left arm._

With a drop, Spider-Man landed, once again trying to shut the pain out of his injured ankle. Doctor Octopus screamed, as the explosion knocked him backwards, before it caused the power source to his arms to shut down. As he moved over, Gwen looked at him from the cage, anxiously.

"Are you okay?" asked Spider-Man.

"I really should be asking you that question," said Gwen, but Spider-Man managed to get the lock open, with a little effort. He extended a hand and helped her out of the cage.

For a brief second, he thought the worst was over.

Needless to say, he thought wrong!

Doctor Octopus began to stir, his robotic arms twitching, as he laid on the ground, before he pulled himself up. The power source was not completely burned out and immediately, Doctor Octopus's arm shot forward and smashed right into Spider-Man's back, before he pulled the web head off of the ground and flung him across the room.

"You thought this was going to be easy, Spider-Man," said Doctor Octopus as he advanced on Spider-Man, but his control on the arms were a little off needless to say.

On the other end of the room, Gwen stood, frustrated. She wished she could help in someway but she would do more harm than good. It was a perfect chance for her to escape but she just could not leave Peter here.

She looked around and right to her side, she saw a switch on the wall. Edging over carefully, Gwen noticed that it was the overload mechanism for the separate power source. I

On a hunch, she pulled the switch. It seemed better than the alternative.

"It's time to end this now, Spider-Man!" shouted Doctor Octopus but a loud humming had caused him to drop the battered, and beaten Spider-Man as he was held. He turned, with a cool, sadistic look on his face, staring at Gwen, standing next to the switch. "You'd wish you wouldn't have done that, young lady."

Spider-Man struggled to his feet. To say he was in unbearable pain would not be far off but he saw Doctor Octopus, and quickly, digging down as deep as he could manage. He sprang right towards Doctor Octopus but the villain casually turned around. Spider-Man found himself swatted to the side by the robotic arm.

He dropped to the ground, and struggled his to his feet, in time, for Doctor Octopus to grab onto a large section of the roof, right above where Gwen was and prepared to bring the building down right around them.

Spider-Man instinctively leapt forward, to pull Gwen out of the way, inadvertently falling into the path of the falling debris, which caused the floor to collapse right underneath him.

By that time, Doctor Octopus had departed, smashing open the wall, as the computer continued to heat up and would trigger a chain reaction.

Gwen stepped forward but she had to step back, as a large chunk of metal fell from above. It landed right in the caved hole, which buried the trapped web slinger in the hole.

" _No, this can't be happening!" thought Gwen, horrified, blood dripping down her cheek from a scratch that had been opened on her face from getting nicked by the fallen debris. "I can't have…I can't…I killed him."_

"Evacuate immediately," said prerecorded voice. "Computer will overheat to critical mass in approximately three minutes."

Down in the hole, Spider-Man laid, the large metal contraption over him. He was down in the hole in a way where it did not fall completely on top of it. Otherwise he would have been crushed immediately.

" _It ends like this," thought Spider-Man, as he tried, but could not move it. "I'm done. That might have been it for my powers, I would have been able to climb out of the hole in time if it wasn't, before this thing fell on me!"_

"Peter!" shouted a voice from above.

" _Gwen?" thought Spider-Man._

"Get out of here!" managed Spider-Man, as he gasped, barely able to breathe. "Save yourself, don't worry about me, I'm finished, Gwen, I can't budge this thing!"

Gwen was going through a multitude of emotions right now. A small logical part of her said that she should just save herself before it was too late.

"Peter!" shouted Gwen helplessly and there was a moment's pause before there was a response. It was muffled but she could make out what was being said.

"Get out of here!" shouted Spider-Man from underneath the rubble, in a pained voice. "Save yourself, don't worry about me. I'm finished, Gwen I can't budge this thing!"

"I won't!" shouted Gwen.

"You have to!" yelled Spider-Man back.

"No, I'm not going to leave you!" shouted Gwen, as she tried to push to move the piece of metal, but it was useless.

"GO!" shouted Spider-Man in a panicked and pained voice. "Get out of here now! There's no hope for me but you can still save…save…yourself!"

Spider-Man's voice trailed off, as Gwen stood.

"I won't," said Gwen firmly. "If I was trapped under there, you wouldn't run out the door!"

"That's d-different," managed Spider-Man.

"Maybe because you have powers and I don't, but I don't care, I'm not going to run out!" shouted Gwen, as she looked at the computer. Surely there was some way to shut this down but while the lever could be easily pulled, there appeared to be no shut off. There was humming and it could pop at any second. There was a wide space in the wall that she could easily escape.

"But….I can't budge this thing," managed Spider-Man. "I'm useless, my powers are completely gone….this time for good! Please go Gwen. I don't my last minutes filled with regret that I couldn't save one more person! I'm nothing without my powers. NOTHING!"

"Don't say that!" shouted Gwen angrily. "You're more without your powers than most people would be with them. And I'm not leaving Peter, when this thing blows up…."

Gwen left her words hanging.

" _Stubborn, sticks to her convictions, she's worse than I am sometimes," thought Spider-Man, as he struggled underneath the debris. "She didn't give up on you, Pete. Are you going to give up on her? There's still time, but not much. It's not over yet. Just a few more seconds, come on, they returned before. Work now!"_

Spider-Man struggled, hands firmly on the large piece of metal. He struggled, the stabbing pain in his shoulders but he shut it out. A burst of adrenaline, as he pushed the metal up over him. He breathed heavily, as he exerted all the force he could.

For a second, the metal sank back down, but Spider-Man gripped onto the bottom and pushed with all of his might. His body was racked with the pain of fighting six sinister villains, but Spider-Man managed to work, his spider strength returning suddenly and his powers back.

Just a few more seconds and Spider-Man with a might heave, shoved the metal off to the side. He watched the computer smoke and he saw Gwen, a relieved look on his face. He barely could move out of the hole, but somehow, he got up enough determination to pull himself on.

"Hang on," muttered Spider-Man, holding onto Gwen, mainly for support due to his busted up ankle, as well to get her out of here.

Throwing all caution to the wind, Spider-Man leapt right towards the opening. He managed to get enough speed, as he held onto Gwen.

Seconds after they safely cleared the building, the computer overloaded and a loud explosion echoed, causing fire to shoot up, a sickening burning smell and an intense heat indicated one thing to both.

That rescue was cut close. Much too close.

"Gwen, are you alright?" asked Spider-Man as she looked at him and he realized that was a pretty stupid thing to say after the ordeal that she had been through.

"Better now that I'm out here, safe," said Gwen, as she looked around. "If it wasn't for me…"

"Octavius could have finished me off at his leisure," countered Spider-Man cutting her off and the matter was dropped. "I'm just glad that my powers came back in time."

Gwen opened her mouth to ask what if they did not but on second thought, she did not want to know and she gathered Peter did not want to know either.

"Better get you out of here, safe, your father has to be worried sick about you," said Spider-Man, adopting a business like tone and Gwen looked at him, with a nod.

Days later, Peter could not remember exactly how he got back home without Aunt May knowing he was gone. All that he remembered is that he somehow did, blacking out from the pain the moment that he got to his bed. He had managed to pass off the pain due to lingering after effects of the attack by Sandman under his civilian identity and a heavy bout of the flu.

The good news was, at least in theory, was that his powers were back and he was back on his feet within days, a bit sore, but he might not have been able to walk again had his powers not returned, giving the beating he suffered.

"Peter, I'm so glad to see you!" said Gwen excitedly as she had greeted Peter at the door of her house. In fact, the one time she tried to call Peter, his aunt told her that he was resting, after his own ordeal at the hands of "that dreadful Sandman". Which was a partial truth, as Aunt May did not know about his ordeals at the hands of Electro, Mysterio, Kraven, the Vulture, and Doctor Octopus.

"So I am Gwen," said Peter as he sighed. "I don't know how to feel about this quite frankly."

"About what Peter?" asked Gwen even though she had an idea.

"They're back," muttered Peter, so only Gwen could hear him. "Temporarily gone but they returned and….I think I can live with that now. I have a much better appreciation for what they are. Without them, neither of us would be hear having this conversation."

Gwen just looked at Peter, the look of conflict on his face. It was almost as if he resigned himself to the fact that he was Spider-Man and had accepted.

"The powers aren't everything, Peter, you proved that," said Gwen with a smile. "No matter how much they help."

Both teenagers laughed at this but suddenly Captain Stacy exited the kitchen, to see what the source of the commotion.

"Hello, Peter," said Captain Stacy in a calm voice before he turned his to his daughter. "Gwen, could you please leave, I would like to talk to Peter alone for a few minutes?"

"Oh of course, Dad," said Gwen in confusion but she did as was requested. Peter looked anxious, as his girlfriend's father looked at him, for a few moments.

"Peter, let it be known that I can't go on the record about certain things, no matter how appreciated they are," remarked Captain Stacy slowly as he looked Peter in the eye. "But one thing I can say, is there are no words that can accurately state how grateful I am for Spider-Man. Not only for saving Gwen, but for what he's done for this city."

"I'm sure he knows," replied Peter.

"I'm certain," answered Captain Stacy with a nod. "And rest assure, that no matter what anyone else says, Spider-Man has proven himself many times over."

Peter nodded, in confusion, not knowing what to make of this.

"Yeah, listen, I better go, sir, Aunt May might be getting worried, because I've not been feeling well lately," said Peter. "Just wanted to stop by and check up on Gwen."

"Of course Peter and I have a feeling I'll be seeing you all too soon," said Captain Stacy. "Stay safe out there."


	37. The Scorpion Stings Again

**Chapter Thirty Seven: The Scorpion Stings Again:**

"Just missed him, Peter," said Gwen in frustration, as sure turned to Peter as they stood outside Oscorp headquarters.

"Yeah what are the odds, another last minute meeting comes up and he'll be unavailable for the next week," said Peter dryly as he looked at Gwen.

"Please tell me you didn't try and bring up the subject with him when you talked to him earlier," said Gwen.

"No, I didn't," said Peter. "He's just really busy I guess."

The entire mess with Doctor Octopus and the Sinister Six(as they were being dubbed by the Daily Bugle) had caused Gwen and Peter to be preoccupied and thus they had not had a chance to have a talk with Harry.

"Maybe," said Gwen in a skeptical voice. "Of course Harry being busy might be part of the problem. He's never taken on this much responsibility ever and….who knows what he might be doing to cope."

Before Peter could ponder this fact further, his phone rang and he quickly answered it.

"PARKER!" shouted Jameson. "Get your keister down to the Daily Bugle building right now. I need a photographer, immediately and since Brock's indisposed on another assignment, I had to settle for you."

"Right, right over Mr. Jameson, as soon as I can get there," said Peter, wondering what had happened to merit Jameson to call him in. The city had been quiet over the past few days.

"Do me a favor Parker, and make it sooner," said Jameson. "Right here, proto, move it, I'm not paying you to lollygag!"

Peter held his tongue before he just hung up the phone, as he turned to say good bye to Gwen, thinking this was going to be a long day.

"Mr. Gargan, I'm impressed," said Barton Hamilton, as he looked at Mac Gargan, also known as the super villain, the Scorpion. "You're rehab has gone well, everything that we can do here, is done and other than your physical condition being cured, you're nearly back to normal."

"Normal, that's a state I hope to return to, Dr. Hamilton," said Gargan completely covered in a trench coat, hat, gloves, and sunglasses, obscuring his costume of the Scorpion. "The power isn't just good for me, I know that now."

"Progress, indeed, perhaps some day, you will be completely purged of the Scorpion," said Dr. Hamilton. "Now, as we've found out, use of your powers lead to your mental degeneration so you will be released to attempt to return to society, on the condition that you will not use your powers. If you are found using your powers for whatever reason, you will be held at this facility indefinitely."

"Fair enough, I don't need to use my powers ever again," said Gargan. "Trust me, been down that road before, don't need to go there again."

"Fantastic," said Hamilton. "The top genetic experts are studying your DNA, to find a cure for your powers and you will be Mac Gargan once again in body and mind."

Gargan just nodded, with a grin on his face.

"If I may ask you one further favor, before I sign the papers to discharge you," remarked Hamilton and the former Scorpion's eyes snapped towards the doctor. "A press conference to announce your extraordinary rehabilitation to world and to clear up any misconceptions."

"I'd be down for that, doc," said Gargan with a twisted smirk. After all, everyone who clearly see that he was declared rehabilitated mentally from his condition as the Scorpion and he could not get on with his life without that.

"Splendid, I had thought you would have agreed," said Hamilton. "The press conference will start in two hours, I trust you'll be ready."

"Oh, I will be, doc," said Gargan, as soon the world would know what Mac Gargan was all about.

"Miss Brant I wanted those files three minutes ago!" bellowed Jameson as he looked around from side to side. "Leeds, am I paying you to drink coffee and shoot the breeze? Get to work! Robbie, ROBBIE!"

"Yes, Jonah," said Robbie in a calm voice.

"Where is Parker?" demanded Jameson. "I called for him twelve and a half minutes ago and he's yet to get here."

"Here I am, Mr. Jameson," said Peter as he walked into the office. "Sorry, the traffic was a bit bad out there, I couldn't get here in..."

"Parker, no excuse, I said I needed a quality photographer and you're the next best thing I've got!" shouted Jameson, who looked around from side to side. "Office, now, Parker! Haul it!"

_"Wonder what crawled up his butt and I died," thought Peter as he followed Jameson. Jameson quickly locked the door of his office and shut the blinds._

"Parker, sit down and listen up," whispered Jameson and Peter stood up straight. He did not think it was possible but it seemed as if J. Jonah Jameson had found a way to scream while whispering at the same time. "Today, I got a distressing tip from one of my contacts at Ravencroft."

_"Don't tell me someone escaped again," thought Peter to himself but he looked attentive._

"And what might that be, Mr. Jameson?" asked Peter.

"I'm getting to that Parker, don't rush me!" snapped Jameson as quietly as he could manage, which was about the level of how a normal person spoke. "Mac Gargan is being released, the Scorpion, you know, they're saying he's cured."

"Really, cured, that's great," said Peter trying to force a smile but at the same time he doubted very much this to be true. Mysterio had been declared cured and Dr. Octopus had been judged close to be rehabilitated before his gang broke him out and Peter knew all too well how both of those situations turned out.

"Parker, don't be so naive, we both know that it's a mistake," said Jameson. "Nothing like what that experiment did to Gargan could be cured easily. Not many people know this, but I helped fund the creation of the Scorpion. Don't know why I'm telling you to be honest, but I know you value your job here too much to rat me out to any other newspapers. I know what Stillwell did to him and he's far beyond any sanity."

"What if your mistaken, sir?" asked Peter.

"Parker, the only thing I was mistaken in was using someone like Gargan in the first place," said Jameson. "Gargan might have convinced the staff, he might have convinced naive punks like you, he might have convinced himself but I'm not buying it. He should be locked up for the rest of his life like that wall crawling ruffian."

_"Sounds like someone would rather sweep his own mistakes underneath the rug," thought Peter._

"So what do you need my help for?" asked Peter.

"Press conference, I need you to get some pictures," said Jameson before his voice lowered the lowest Peter had ever heard it. "Both before and after the press conference, I want you to find out what Gargan's up to, what con he's pulling. Report back to me by the end of the week, its not like you have anything else better to do."

"You want me to follow around a potentially dangerous criminal?" questioned Peter.

"You do it all the time anyway when you get photos of Spider-Man, this isn't any different," said Jameson sharply as he stared at Peter, who remained dumbstruck. "What are you waiting for? A pat on the back, get going and bring me back proof that Gargan is up to no good."

"I'll do it, Mr. Jameson," said Peter. "You can count on me."

"For once Parker, I hope you're right," said Jameson as Peter walked forward, before he tried to unlock the office door. "Didn't I tell you to get going?"

"The door's locked, Mr. Jameson," said Peter.

"Lazy good for nothing...guess I have to do everything," grumbled Jameson as he opened the door for Peter. "Now go!"

"Ladies and Gentlemen, I assure you that we're not making a mistake this time, Mac Gargan has proven to be rehabilitated and soon we have many top scientific minds working on a cure that will remove the powers that caused him to be in condition he was," said Dr. Hamilton as Peter watched the press conference in the back, as many reporters stepped over each other.

"What's to stop Gargan from being corrupted by his powers again?" asked a reporter.

"I know those powers ain't good for me," said Gargan as he looked at the crowd coolly. "I've had my taste of power and while it seemed good at first, it wasn't good for my mind. I thank Dr. Hamilton and all of the other doctors at Ravencroft. Without them, I wouldn't take the first step from being just Mac Gargan again."

"What about Spider-Man?" asked another reporter.

" _Yeah, what about Spider-Man?" thought Peter, attentive now._

"He's what he does but he helped put me in here and get me the treatment I needed," said Gargan. "I hope to give the old web head everything that he has coming to him."

There were several more questions, but Peter grew tense. He had to find a way to tail Gargan, without being seen. He just had a feeling that Jameson was not going to be happy unless Peter came back with proof that Gargan had turned over a new leaf so Peter resigned himself to countless hours of his free time vanishing into air.

Still, it would be much easier for Spider-Man to keep an eye on Mac Gargan, than Peter Parker, especially if the Jolly One was right about Gargan faking his rehabilitation.

Spider-Man swung from building to building, circling the neighborhood. He had been doing this for several hours, as Gargan had gone inside his apartment and had not returned.

_"Well this is pointless," thought Spider-Man as he swung over the city. "I could be home in a nice warm house by now or with Gwen or something, anything but following a lead that there's nothing to be followed. Same thing every day, Gargan gets up, watches television all day, leaves the house for a couple of hours, does errands, over and over again. Wow, Jonah, that's a making of a super diabolical criminal mastermind right there. Move over, Doom!"_

Spider-Man checked his watch.

"Better call it a day, looks like Gargan's not going to do anything for the third day in a row," thought Spider-Man as he swung home. He was first inclined to agree with Jameson about the fact that Gargan might be faking but now he was convinced that Gargan really might have been cured.

"Peter, you have someone here to see you!" called Aunt May as Peter was just about finished with breakfast, ready for his next day of doing nothing.

"Right, be there in a sec, Aunt May," said Peter and he got up, to see Gwen standing in the doorway, with a smile. "Oh, hi, Gwen!"

"Hello, Peter," said Gwen brightly as Peter walked forward to greet her.

"What are you doing here?" asked Peter.

"Well, I do kind of like to see my boyfriend every now and then," said Gwen with a smile.

"Oh course, Gwen, I'm really sorry," said Peter but Gwen waved his apology off.

"No need, Peter," said Gwen. "It's not your fault that Jameson is a tight fisted, slave driving...well you kind of do know better than I do."

"Yeah I do," said Peter, as he stepped outside and Gwen took the hint, as Aunt May went to clear off the table. "Followed Gargan, three days straight, think he might have gone straight for real. That's actually I relief. Other than Spider-Man busting up a couple of common thugs, pretty quiet."

"I'm just glad you're still alive," said Gwen. "Been really boring the last few days but considering what happened not that long ago, its a welcome change."

"No kidding," said Peter. "Look Gwen, Jameson wants me to report in tonight, after dark, he's supposed to phone me for the details."

"Probably in some seedy back alley way," muttered Gwen.

"Do they still do that?" asked Peter.

"Don't know, but they do, Jameson seems to be someone who might," said Gwen and Peter just laughed.

"Gwen, if Jameson doesn't prolong my little assignment, we'll hang out tomorrow, I swear," said Peter and Gwen raised an eyebrow." And the obvious reasons, trust me, I'd rather be with you, but I have to do the other thing."

Gwen just responded by giving him a kiss good bye.

"See you around Peter," said Gwen after a moment. "Hopefully sooner rather than later."

"The feelings more than mutual, trust me," said Peter dryly.

The fourth day of trailing the former Scorpion was pretty much started like the first three. Gargan watched television, decided to leave the house, do some errands and then he walked aimlessly through the park. Spider-Man swung after him from a safe distance, bored out of his skull.

Still the boredom was short lived, as things began to heat up, when two gentlemen stepped forward, right towards Gargan, with steel pipes in hand.

"Hey, a perfect day for a stroll in the park alone," said one of the thugs.

"Yeah perfect for us and not for you," said the second thug.

"So why don't you cough up all your money and we won't decide to bash your kneecaps in," said the first thug.

"You two goons are making a mistake," said Gargan roughly, his temper over the past few days, all the looks he was getting, when he was recognized, all the slights towards him in the media, coming to a head.

"Hey, I know you," said the first thug. "Hey, Frankie, its that Scorpion guy. You know, the guy who was supposed to be a big bad super villain."

"Yeah, he was," said Frankie. "But now, Joey, he's just nothing but a chump, who wants to be cured. He wants to be normal. People would kill to have that power."

"Guess he couldn't handle it," said Joey, as they held their pipes. "Shame he can't use it now, because he won't be able to handle us now."

"Yeah he's not able to use his powers without going cuckoo," remarked Frankie. "What a pity!"

Suddenly, two lines of webbing shot out and grabbed the pipes, ripping them from the hands of the thugs.

"Yeah, he might not be able to use his powers to teach you two a couple of lessons about harassing people but I can," said Spider-Man as he swung in.

"Ah, crap, it's Spider-Man!" shouted Frankie the thug, just a second before he got punched right in the face and webbed up in short order. Joey tried to punch Spider-Man but this did not work out too well. He was thrown onto his back and Spider-Man webbed him up immediately.

Gargan stepped back, as his glasses had been knocked off and his yellow eyes stared at Spider-Man, with pure menace.

"You!" shouted Gargan. "I don't know why you've been following me around, Spider-Man but in case you haven't seen, I've done everything I can to turn over a new leaf."

"Wasn't saying that you weren't?" argued Spider-Man but Gargan took a step forward.

"If I ever catch you following me around..." stated Gargan as he stood in a threatening manner and Spider-Man braced himself for a violent attack, but Gargan "I'll have you arrested for harassing me. I'm a private citizen, I don't have to take this from a vigilante. So stay away from me. Do you hear me web head? I'll sue you for everything you got!"

Spider-Man stood there, dumbstruck, as he halfway expected Gargan to lash out against him.

"I don't have to take this!" shouted Gargan angrily as he stormed off, the desire to rip Spider-Man to pieces nearly overwhelming him but he stopped. It was getting more and more difficult not to give into the impulses to use his powers. The doctor said he was cured but yet they seemed to grow the longer he was out in the real world.

_"You know what Jameson, he could have used his powers to rip me to pieces, but he didn't," thought Spider-Man. "Given the fact that he swore to kill me, if that isn't proof that Gargan's decided to turn over a new leaf. Oh well, better head off to the Bugle and report, Jameson's going to flip if I don't play it his way but I don't care._

Mac Gargan returned to his apartment in a huff. Spider-Man decided to swoop in and play the hero, after tailing him. The web head was one of the reasons why he was in this state to begin with. Spider-Man was the reason why he had to be covered up all the time he went out in public and even then, people stared at him like he was a freak. Gargan looked around, as he saw the copy of the Daily Bugle, featuring an editorial about Spider-Man, once again blasting the web head. Another reason stared out at Gargan, the reason why he would never be able to live what was considered a normal life.

J. Jonah Jameson, had talked him into doing this. Jameson had promised to make Gargan out to be a hero and all he got was six months right in the nut house, with a bunch of therapy sessions by some quack who thought he was a science project. The hat and the trenchcoat were removed and Gargan stood there, dressed in his full Scorpion suit. The suit had to remain on at all times, or he would die from radiation poisoning. Until there was a cure.

But there was no cure. He would never be looked at as the same, as normal Mac Gargan. He would be a super powered freak, used as a tool against Spider-Man and then pitched away.

That was fine, Gargan decided that if he was going to be forced to live as a freak, he would make the most of it. The Scorpion would show the world that he was not to be mocked and he would gain his revenge on the person who did this to him.

It was time to pay a little visit to the Daily Bugle and his good friend, J. Jonah Jameson.

"No, I want this article rewritten again, it'd be all of our necks on the line if this is proven wrong!" shouted Jameson in a loud voice, as he walked around. "Brock, you mean to tell me the best you can do after weeks is just one faint photo, where you're not even sure if it's real or not."

"He moves pretty quick, JJ," argued Brock but Jameson did not seem to be in the mood, as he moved around the office.

"Parker, what are you doing here?" demanded Jameson as Parker had arrived.

"I've gotten photos of Spider-Man," said Peter. "And also of the Scorpion..."

"Parker, my office, quickly," said Jameson, as he gabbed Peter by the sleeve and pulled him inside and quickly locked the door, trapping them inside. "Now, I told you, I would arrange the meeting, surely this could not have waited a couple of hours."

"Mr. Jameson, I've followed Gargan around, there's nothing, he had every chance to use his powers," said Peter. "And he got into an altercation with Spider-Man..."

"Continue, Parker," said Jameson, as he perked up, perhaps he could make something of this after all.

"It was just that, it appears that you weren't the only one who was a bit skeptical about Gargan," said Peter and Jameson suddenly turned, revolted that he had something in common with Spider-Man. The very thought had made him feel so dirty, and Peter noticed, feeling great that he could gain a small measure of revenge. "Gargan looked like he was going to rip him to shreds and threatened to get Spider-Man arrested if he continues to harass him."

"Well, can't blame the guy for that," concluded Jameson gruffly, but there was screaming from the outside office, which caused the fearless publisher to snap his eyes up. "Now what the devil is that?"

"Something tells me that it's not anything good," thought Peter, as Jameson opened up the door and saw that the Scorpion was standing there, with a dangerous, murderous expression on his face, as he overturned a desk, which caused several people to scream.

"JAMESON!" shouted The Scorpion as he overturned cabinets and smashed windows open, shredding papers as he continued his path of destruction. "Where are you? Are you hiding from your old pal, Gargan? Come on, we have so much catching up to do, after you helped put me in the mad house! Come on Jonah, let's get caught up!"

Peter stood right in front of the Scorpion.

"Now wait a minute, what's going on here?" asked Peter but the Scorpion grabbed Peter and hoisted him up off the ground.

"No one's gong to get in my way, not a little twerp like you, not anybody!" shouted the Scorpion as he launched Peter right out of one of the broken windows, as cold air flew into the office.

Peter found himself flying to the ground but once he was certain that no one was looking, he managed to slow his descent enough, before he put on his web shooters and latched onto a windowsill, before he swung around and was ready to reemerge in a minute.

"Sending twerpy little freelancers at me Jameson, you're not a real man!" shouted Scorpion as he turned, as Brock stood there, taking a picture, before the Scorpion turned around. "Oh, you think you can just take my picture like I'm a sideshow attraction! Well, think about blondie!"

The Scorpion shot acid from his tail, melting Brock's camera, before he turned and Scorpion whipped his tail, knocking Brock backwards.

"How would you like an acid perm?" demanded the Scorpion.

"Hey, Gargan!" called the voice of J. Jonah Jameson, who stood there.

"Ah, Jonah, you decided to crawl out from underneath your rock," said the Scorpion with a sadistic smirk, as he advanced on Jameson. "I've been waiting for this for some time, all the time, you've decided to use me."

"Even with all those powers, you're still as pathetic as ever Gargan," said Jameson shakily, but the Scorpion whipped his tail, smashing the wall right behind Jameson.

"Next time, I'll break you Jameson," said the Scorpion, as he cornered the publisher. "I want you to beg for your life Jameson. I want you to beg. Beg like I had to beg for a chance to get the power to avenge myself against Spider-Man. The power that has destroyed me. I've lost my life because of you!"

"I won't," said Jameson with pride but his knees trembled.

"I've lost my life, it's been ruined, guess what Jameson?" asked Gargan. "Now it's time for me to take yours, you worthless, gutless, son of a..."

Suddenly, Spider-Man leapt out of nowhere, right onto the Scorpion. He held the Scorpion but the villain threw Spider-Man right to the ground. The Scorpion dove right at Spider-Man but the hero avoided his attack.

"You know, I'm pretty sure there is a city ordinance about throwing freelance photographers out the window," said Spider-Man. "Lucky I happened to be in the neighborhood or Parker would be road pizza."

"Spider-Man, guess I'll kill two birds with one stone," said the Scorpion, as he grabbed Spider-Man's arms, but Spider-Man managed to kick off, and crawl the walls. The Scorpion met him, and tried to impale the spiked part of his tail right into Spider-Man but the web head did a somersault.

"Go, what are you waiting for, an engraved invitation?" asked Spider-Man to Jameson, as he shot his webbing right around the Scorpion, and Jameson quickly ran as fast as his feet could carry him. The Scorpion ripped through the webbing and knocked Spider-Man down before he made a movement towards Jameson, but the web slinger wrapped his legs up, causing the Scorpion to land on the ground. The villain turned, before ripping right through the webbing.

"NO!" shouted the Scorpion, as he grabbed Spider-Man and slammed him against the wall. "You robbed me of my revenge, web head! You robbed me. Well I might not get Jameson right now but I'm sure I'm going to take my pound of flesh on you."

The Scorpion slammed Spider-Man against the walls and attempted to impale Spider-Man but the web slinger blocked the tale just narrowly, before he slid underneath the attack.

"Don't see why you saved that worthless son of a..." started Scorpion but he was interrupted by getting a punch right to the face.

"Sometimes I have to do things I'd rather not do," said Spider-Man as he dove right over the Scorpion. "I thought you had reformed, you wanted to be normal."

"Being normal is pathetic, I love the power that being the Scorpion gives me!" shouted Gargan insanely as he tried to melt the floor out from underneath Spider-Man but the web head wrapped his webbing around a board overhead and pulled himself up. "That quack tried to blind me, make me think I wanted nothing to be cured and at first, I did, but now it's too hard to be normal, I have to use the power, it's a rush, to make others fear me. People laughed at me for all my life, BUT WHO'S LAUGHING NOW, SPIDER-MAN!"

"You took the easy way out," stated Spider-Man.

"That's the point!" shouted Scorpion as they continued their battle and Spider-Man was getting slowly worn down.

"You are pathetic," said Spider-Man but the Scorpion grabbed Spider-Man and threw him down to the ground, throwing him back into the main office, which had been cleared. "I mean, no one forced a gun to your head to be the Scorpion. You chose to take that experiment..."

"No, Jameson used me, he lied to me he misled me telling me that I would be a hero, because he has that stupid grudge against you but you know what, I've decided that if I can't be normal, then I'll be a villain!" shouted Scorpion, as his acid sprayed everywhere, trapping Spider-Man and Scorpion rocketed him upwards with a vicious uppercut. "I was designed to destroy you Spider-Man and I guess in a way, I'll fulfill that purpose. I'm going to rip you to shreds so badly that not even your own mother will be able to identify you!"

"I don't think yours would even want to identify you with that face," said Spider-Man which provoked the Scorpion into attacking once again. "Seriously, Gargan, you really got the short end of the stick on looks, even more when you decided to douse yourself with radiation, put on that suit, and become a super villain."

"I'll show you Spider-Man!" shouted The Scorpion and he swung his tail, this time it smashed the web slinger right in the ribs, but Spider-Man got to his feet, just enough to roll underneath a blast of acid that melted the desk. The Scorpion reach forward and grabbed Spider-Man, before he attempted to fling Spider-Man through the opened window. Naturally, Spider-Man hung on and bounced back, before he shot two lines of webbing, right at the Scorpion, in an attempt to wrap his arms. The Scorpion turned, before he melted the webbing but at that moment, Spider-Man rocketed him with an uppercut. The Scorpion ducked but only succeeded into smashing a chair into bits.

"Your supposed to be my equal, act like it!" taunted Spider-Man as he avoided the spiked end of the tail, but the Scorpion jumped up, scaling up the walls, before he dropped down right next to Spider-Man and turned, before he shot a spiked barb from his tail, which Spider-Man quickly shot webbing round and flung it back. "Guess you do have a few new tricks up your sleeve, Gargan. Perhaps you're not as lame as you look. Then again, no one could possibly be as lame as you look!"

Spider-Man dodged an attack.

"Shut up, just shut up!" shouted the Scorpion. "It's hard to kill you when you just won't shut up!"

"Then, of course I'll be quiet, after all I wouldn't want to live," said Spider-Man dryly as he avoided the attack. "Seriously, no wonder you can't beat me with all that power. That's the kind of thing that you don't want to tell the super hero you want to kill."

The Scorpion just angrily grabbed a filing cabinet and flung it right towards the web head but Spider-Man avoided it. The battle continued, with neither gaining the advantage.

_"Got to wrap this up quick," thought Spider-Man. "Not going to be able to hold out for that much longer...of course, that's the answer."_

Spider-Man dove forward but Scorpion blocked the attack. The web head quickly wrapped his webbing around the ceiling and flung around, before he kicked the Scorpion right in the face. The Scorpion staggered and dove right towards Spider-Man but Spider-Man dodged, before he held out both arms and shot webbing around each arm. Before the Scorpion could react, Spider-Man twisted, and smashed the villain against the wall. The Scorpion tried to move the tail of his costume.

"No, we'll have none of that," admonished Spider-Man as he shot webbing, pinning the tail to the wall. Scorpion tried to move but he was pinned. Spider-Man climbed up the wall, as the Scorpion tried to shoot acid but with pinned against the wall, he could not aim.

"When I get out of this, you'll wish you'd never been born!" shouted the Scorpion but Spider-Man just shot webbing down. Some of the acid burned through but the webbing found its mark, covering the tip of the tail. The acid began to leak but Spider-Man just kept firing more and more webbing. The Scorpion tried to strain to fire and sweat rolled down his face. "What's this...when I get out of here..."

"If I'm right, the strain of trying to use your powers should kick in soon," said Spider-Man and the Scorpion tried to free himself.

"Just wait until I get out of here!" shouted the Scorpion, as he tried to move, but he was stuck. He felt completely fatigued, and Spider-Man shot even more webbing around the area of his mouth.

"Thankfully, I don't think I could stand to hear a minute more of that," said Spider-Man but much to his surprise, the Scorpion broke free from his constraints, a large splash of acid flying in every direction. Spider-Man quickly ducked out a window, as the entire floor at the Bugle was utterly destroyed. He peered around, as the Scorpion looked at him, hands outstretched, but pretty much done.

"Just wait until I..." stated the Scorpion, but he never finished, as Spider-Man swung back in and kicked the Scorpion. The thud of the Scorpion landing against the wall had caused the entire floor, weakened by the acid sprayed, to collapse and the Scorpion was knocked down a level of the Bugle building. Covered in rubble, the Scorpion was still stirring but pretty much out of commissioner. Spider-Man shot his remaining webbing down to hold the villain in place.

"There, that should hold him until they can pick him up and bring him back to Ravencroft," said Spider-Man with a sigh of relief, that battle had taxed him greatly but at least he could walk after this one.

"THAT ACCURSED WEB HEAD!" shouted Jameson as he looked at the damage in the Bugle office from the battle of Spider-Man and the Scorpion. "My entire office, completely trashed!"

"Look on the bright side Jonah, at least no one was hurt," said Robbie but Jameson was deaf to all reason.

"Spider-Man, that...I...he...SOMEONE SHOULD LOCK HIM UP AND THROW AWAY THE KEY!" shouted Jameson angrily, as he surveyed the damage of once was the Daily Bugle offices. Jameson could not even go in his office and stew because thanks to Spider-Man, it was no more. "PARKER!"

"Yes, Mr. Jameson," said Peter, who had just arrived, having made a quick change of clothes.

"You didn't even get me any pictures!" shouted Jameson.

"Well I was thrown out of the window," offered Peter. The truth was that he was so pressed to fight the Scorpion that getting pictures had escaped his mind.

"No excuses!" shouted Jameson. "The moment that...web head saved you, you were to dust yourself off and come back in and get pictures!"

Jameson turned to the shell shocked office staff.

"Well don't stand there, help me clean up this mess, so we can get back up and on our feet, to show the world what the Daily Bugle does the best," said Jameson in the calmest tone he could manage.

Dr. Hamilton was finishing some paper work in his office.

"Working late, doc?" asked a voice and Hamilton looked up, to see Spider-Man crawling on the ceiling.

"It is polite to knock, Spider-Man," said Hamilton in a calm, cool, and collected voice. "Exactly how did you get in here?"

"Super hero trade secret," remarked Spider-Man calmly. "I'll cut to the chase, I have some concerns about how things are ran around here."

"I'm afraid I'm not following you, Spider-Man," replied Hamilton.

"Then I'll spell it out for you," answered Spider-Man. "Villain break outs, villains being released before they are completed cured."

"Security has been tightened," answered Hamilton without missing a beat. "And these so called villains actually benefit you Spider-Man."

"What are you trying to say?" demanded Spider-Man.

"I've followed your career, my studies indicate that you appear to get a rush fighting the super powered criminals that have popped up over New York as of late," said Hamilton. "You may deny it but deep down, you have a subconscious need to prove yourself time and time again and you've grown addicted to this battle. My diagnosis is that you had lost someone by not acting and thus you've fashioned this Spider-Man persona as a way to cope with your loss."

"You really think you have me pegged, don't you?" asked Spider-Man. "You still didn't answer me. Gargan was released before he was ready to return to society and he regressed back into the Scorpion."

"That was the final stage of his rehabilitation, I'm sad to say that it did not work as intended and he will have to undergo further treatment to return him to that point," said Hamilton.

"Innocent people could have gotten killed because of this," said Spider-Man angrily.

"Innocent people die each and every day because of common mishaps," said Hamilton as he looked right at Spider-Man. "It's not my responsibility to play moral guardian and police what happens in the city but I can see you believe that's your job. You take so much responsibility yet you also hide from it. That mask shields you from being held accountable."

"The mask helps protect those I care about," said Spider-Man hotly. "From the super villains that seem to go in and out of the revolving door of this asylum!"

Hamilton just looked at Spider-Man, without saying anything for a moment before he talked again.

"Before I ask you to leave, Spider-Man, I have one thing for you to consider," said Hamilton. "Are these so called super villains the reason that Spider-Man exists or is Spider-Man the reason why these super villains exist?"

 


	38. Fearless

**Chapter Thirty Eight: Fearless.**

"This place gives me the creeps at night," muttered one mobster.

"It gives me the creeps during the day, why we have to do business here, I'll never know?" asked a second mobster. "It's not like we're going to come face to face with the Kingpin."

"No one ever does," said the first mobster. "Of course, the guy's got to keep his privacy, no one knows who he is. Could be anyone in the city."

"Might not even be in this city for all I know," said the second mobster. "If he was smart, with that devil running around and taking out us left and right."

"You can't believe that myth, it's some hoax that someone made up," said the first mobster in disbelief.

"Maybe, but there's still Spider-Man, we know he's real," said the second mobster nervously, cracking his knuckles, as he heard movement from the shadows. "Must be him right..."

The mobster never finished his speech as he was punched right in the face. Dropping to the ground, the other mobster turned before he pulled out a gun and shot into the shadows, but it was quickly removed. He quickly threw a trash can in the way and began to bolt, throwing himself behind a fence, his heart thumping against his chest.

Seconds later, he was pulled up to his feet, and the next thing he knew, he was knocked for a loop with an uppercut punch and quickly bound. Out of the shadows stepped a man dressed completely in red with the initials "DD" on his chest. He was known as Daredevil, the man without fear. Daredevil walked forward and opened up the bag that the mobsters had been carrying them.

"Just as the informant said," said Daredevil in a low, crisp voice, as he looked at the contents in the bag. "Drugs, the Kingpin's peddling this filth on the street, well this is some dirty money that you won't get this time. I'm coming for you, Kingpin. They might say justice is blind, but that makes me the perfect person for this job."

Daredevil moved off into the night, to destroy the contraband. Each passing night, he was closer to nailing the Kingpin and making him pay.

"Harry, we really need to talk," said Gwen over the cell phone after school during the early part of January. "What do you mean its not the best time? It's never the best time for you. Well, Peter and I are coming up there right now...I don't care if you think you're fine, we're coming up there right now...I can't believe it…he hung up on me!"

"Of course he did," said Peter in a tired voice. "Another Harry mood swing I'm sure."

"Yeah, he was happy when he heard from me at first, then when he had take another call, his mood changed," said Gwen with a frown. "Drastically, really bad. We aren't the only one's who noticed something."

"Really, how so?" asked Peter.

"Liz told me that Harry has been snapping at her for the littlest things lately, and that's after being happy lucky, he's almost violent, scary even," said Gwen in a serious voice. "Then he's happy go lucky like nothing happened the next day."

Peter was going to say that perhaps they were not the best people to talk to Harry, perhaps he needed help from a professional. Then he remembered the help that this city offered. His encounter with Barton Hamilton a few days ago at Ravencroft had indicated that there was something afoot at Ravencroft, even though he had no way to prove it. He had very little to reason to believe that it might not be similar elsewhere.

"Here goes nothing," replied Peter as he walked up, with Gwen standing firmly beside him as he knocked on the door. "Harry, please open up, its Peter!"

He rapped on the door and Harry opened the door up, with a calm and collected expression on his face, almost too calm.

"Hello Pete, Hi Gwen," said Harry cheerfully as he looked at his two friends. "I thought I told Gwen that it might not be a good idea for you two to come by right now. It's not like I'm not happy to see you guys, but I don't really have the time."

"Harry, I think you should make the time," said Gwen as Peter nodded, not really wanting to provoke Harry too much and have him close up even more.

"I would if I could, you two should know that," said Harry with a smile. "At least I hoped you would."

"Hello, Peter," said a voice from behind Peter which made Peter nearly jump off the ground. Gwen and Peter turned around, as Harry stood, shoulders slumped in the doorway, as they came face to face with Norman Osborn.

"Mr. Osborn...I didn't think you would..." stammered Peter.

"Discharged just last night, with a clean bill of health from Ravencroft," said Norman as he looked at Peter's uncertain look. "I take it you don't believe me."

"No, Mr. Osborn, it's just that you caught me off guard," said Peter but the truth was that he did not believe Norman. His experience with the Scorpion recently had caused him to grow rather leery about the supposed "reform" of criminals.

"Yes, I can see how that would be," said Norman as he looked at Harry. "There is no need to worry, I have returned and I am ready, willing, and able to take control of my responsibilities at Oscorp and with my son. You or no one else have no need to worry about anything either. Trust me"

" _Yeah, I'd sooner trust a snake," thought Peter but there was little he could do with Norman around. "Doubt I'll ever get the chance to talk to Harry now, perfect timing, we should have really forced the issue sooner and now we might never since Norman is out."_

Gwen looked about ready to say something but Peter shook his head. She bit her lip, obviously holding back some retort.

"I'm sure you have something that you should be doing then worrying about trivialities," continued Norman to Peter, as he cast a brief look of contempt towards Harry. "And there is no need to worry now that I have returned. The world will know that I have returned and Harry will no longer be burdened with the responsibility of trying to maintain his shaky management of Oscorp. Now, if you don't mind, Peter, both Harry and I have to prepare for the charity benefit tonight. There's no matter of a time to reestablish myself as the leader of Oscorp and remind people that Oscorp is a company that should be respected."

"Actually it might be a good thing that I go, because Mr. Jameson wants photos of that benefit," said Peter.

"Indeed, then we might see each other there yet," said Norman with a calculating smirk. "I better get my best suit. These affairs can be a bit dull but with both of us in the house, I have a feeling it may be a blast."

Without another word, Norman ushered his very unhappy looking son into the door and closed it right in front of Gwen and Peter.

"Well, so much for talking with Harry," said Gwen in a dejected voice. "We can't very well bring anything up, he'll just belittle Harry and make everything worse."

"Well I'll try and speak with him, if I can get him away from Mr. Osborn," said Peter as he held his girlfriend's hand in what should be a reassuring manner . "Although something tells me that Harry isn't the Osborn I have to worry about right now.

"Peter, don't let him get to you, he's trying to get inside your head," said Gwen seriously.

"Yeah I figured that," said Peter feeling there was no trying about it. Every time Peter had encountered Norman after the battle with the Green Goblin, he seemed to have played a very elaborate game of mental chess with Peter and Peter was losing quite badly

" _Norman Osborn is many things. Stupid is not one of them. He's alter ego will manifest itself only when it benefits him," thought Peter. "And I'll be read for when he does, no matter how hopeless it might seem. Hamilton's wrong, I have to be making a different, I can't be the reason why these criminals are out there. Can I?"_

Peter wondered what he was thinking taking on this assignment. Then again, Jameson pretty much volunteered him, along with Ned Leeds to cover this little charity benefit with a bunch of overstuffed businessmen and women who were donating to a great cause, to fight some disease that Peter had never heard of. It was a blatant public relations move, as more than a few of these men and women looked like they would be involved in some shady dealings.

"I wish things would pick up, I mean I don't know why Jameson wants something this boring," said Ned Leeds.

"Mr. Jameson thinks it will sell papers," said Peter.

"Yeah, but it's not going to be fun to make this interesting, now if a super villain shows up, that will sell some papers," said Ned. "Anything to make things more exciting."

"And put people in danger," added Peter as he edged away to find anything remotely interesting to take photos of, before he bumped into a familiar face.

"Oh, Pete, I'm sure people are already in danger, of dying of boredom," said Harry as he walked over. "Got away from Dad just a couple of minutes ago. He seems determined to pick up where he left off. He doesn't seem too happy about how I ran Oscorp either."

"You did fine Harry," said Peter but Harry just rolled his eyes.

"I lost more money in the six months I ran the company than Dad managed to lose in his entire life running the company," said Harry in a dejected voice. "There's just sometimes where it's not worth it."

"Not worth what Harry?" asked Peter but Harry just turned to the side, with a shrug of his shoulders, and walked off, as Norman walked in, catching sight of Peter, before a big grin appeared on his face.

"Peter, good to see you," said Norman brightly. "I hope you haven't been bored too much by this event."

"I've tried to keep busy, sir," said Peter casually.

"Yeah not that much excitement, but things could pick up," said Norman. "But Oscorp always plays a big part in this charity benefit. And we're hoping to make the biggest contribution."

"Ah, Norman Osborn," said a middle aged man with white hair, who walked forward with a vapid looking blonde in their early twenties on each arm. "They finally decided to let you out after your little…mishap with that experimental formula."

"Kingsley," said Norman as he looked at the man with a contempt that he normally reserved for the failures of his son.

"Kingsley?" asked Peter. "As in Roderick Kingsley, the owner of the prestigious Kingsley International fashion?"

"I see my reputation proceeds me," said Kingsley as his two companions giggled vacantly. "But still, I don't have the notoriety of a Norman Osborn. I'm really surprised that they let you out, Norman, given your mental state and…what happened."

"It was a miscalculation with an experimental untested formula," said Norman calmly, without missing a beat. "Trust me, such a mistake will never happen again."

"Well it would not be the first miscalculation at Oscorp, that last quarter as brutal," said Kingsley with a smirk. "Lost more money in two months then most companies do in ten years, but I guess even the most powerful men have their falls."

"Well that was my son, foolish as he is, not quite ready to handle the responsibilities of business," said Norman. "You know kids."

"Can't say I do, Norman, don't plan on having any," said Kingsley. "Still, it would be a shame if a company like Oscorp shuts down because of

"Oscorp will return to prominence and already plans have been made to rectify the damage," said Norman coolly, as he looked at Kingsley with a distasteful expression. Kingsley had been born into wealth, having been handed everything that he had and he increased it with several lines of clothing that were no different from anything else on the market. In fact, very similar clothes could be found on a discount rack. The only reason why anyone bothered to buy them was that Kingsley had various celebrity endorsements. Oscorp products spoke for themselves and Norman amassed his fortune through hard work. "Starting with tonight, as proof we're strong. Oscorp will make a very handsome donation, matching all other donations, dollar for dollar."

"Well, Kingsley International plans to double whatever Oscorp donates," said Kingsley.

"Well, I hope you find yourself digging very deep in your pockets," said Norman as he turned to Peter. "If you don't mind, Peter, a picture for the front page of the Bugle, for the man who made this charity event possible."

"I hope that camera is pointed towards me, young man," said Kingsley. "Given the fact that while Norman was on extended leave, Kingsley International fronted most of the grunt work."

Norman turned to respond but he had to take a cell phone call. He looked over to the side, as Kingsley just stood.

"Looks like business calls," said Kingsley with a chuckle. "Too bad Osborn doesn't know what a vacation is, he'd be a lot less uptight and he wouldn't lose his mind and have the desire to dress up in a gaudy outfit, flying round like a mentally deranged misfit on a tacky glider."

Peter took the picture of Kingsley, as he it appeared that Norman was not going to be around to take any pictures.

Inside the limo, a group of mobsters prepared to crash the charity benefit. The leader was a rough looking man with a flat top haircut known as Hammerhead.

"Right boys, the boss is going to get let out any time now and he wants us to pull off a little job," said Hammerhead, as he cracked his knuckles. "We're gonna make a quick grab and get our target."

"So are we going to ransom him off?" asked one of the mobsters.

"No, the boss was very clear, he only wants the slab, we're dump Kingsley in the river when we've got it," said Hammerhead as they drove up to the front of the hotel that had been rented out for the benefit.

Peter leaned against the door, a bored, expression on his face. He watched as many had donated, each of them making a show out of their donations. He thought he should get a few more pictures, before he cleared out. Norman had left to take a call but as it turned out, it was about a deal that went through, nothing to be alarmed about, at least not right now.

" _Well this night has been a wash, but at least for once, I go somewhere and don't have to fight for my life," thought Peter and no sooner did he say that, did the doors burst open, revealing gun toting mobsters. "And I really need to stop jinxing myself."_

"Alright, nobody move," said Hammerhead. "No one has to get put down, all we want is Roderick Kingsley and we're let you have your little charity scam in piece."

Peter slipped through an opened door, as Hammerhead and his goons moved around, in an attempt to find Kingsley.

"What do you want?" asked Kingsley as he stepped out from another room, looking terrified, not his usual, brash, confident self, but he suddenly found two guns right in his ribs.

"Relax, Mr. Kingsley, we're just going to take you for a little ride," said Hammerhead. "There's no need to panic, we have an offer that you really can't confuse. Now out the door with you."

The two goons forced the issue, but two lines of webbing shot out and quickly ripped the guns from their hands, before Spider-Man dropped down and knocked both of them out.

"You know, you guys really have the wrong place," remarked Spider-Man casually. "If you're looking for thirties gangster movie look alike convention, that's in the hotel across the street."

"Spider-Man," grunted Hammerhead. "Take him out!"

Spider-Man ducked and dodged, before he began punching out goons right and left, pulling their guns away from they could use them. A few stray bullets found their way, but most of the room cleared out, as Spider-Man looked down at Hammerhead.

"Well go ahead and say it then," prompted Spider-Man.

"Say what, you freak?" asked Hammerhead.

"Say, it's curtains for you, Spider-Man, see," remarked Spider-Man in a very bad imitation of a stereotypical mobster. "Because seriously you guys really look like you've walked out of a thirties gangster movie."

Spider-Man punched another goon down and he went for Hammerhead, but his fist bounced across the man's head and he smashed something very solid and metal.

"Ow!" shouted Spider-Man as he held his hand and Hammerhead took a step back, before he headbutted Spider-Man right in the chest, knocking the wind out of him. He grabbed Kingsley by the arm and several of the mobsters scrambled to their feet.

"Go, let's get out of here, before he recovers," ordered Hammerhead, as Kingsley was dragged out, looking a bit terrified, as Spider-Man managed to get to his feet, clutching his side, walking in pain.

" _Couple of broken ribs, no big deal, had worse," thought Spider-Man but he was not about to let them get away so easily. He shot a line of webbing and swung out right after them, as the limo rolled right down the street._

Wilson Fisk had kept a low profile at the benefit as he normally did. He made his rather sizeable donation and stood towards the shadows. As it turned out, when Hammerhead's group stormed the benefit, he was prepared to make arrangements to deal with the problem as there was a chance as always that is role as the Kingpin had been uncovered. Roderick Kingsley being the one who was captured was quite the interesting little turn of events.

Still, he was curious as always, he was unaware that Kingsley had any ties to the criminal underworld and such things rarely escaped his notice. A phone call would allow him to find out what Kingsley was up to and if he was a threat to his empire in any way.

In the limo, two mobsters sat on either side, gun pointing at Roderick Kingsley's head, as Hammerhead looked calm, sipping a glass of champagne.

"Just w-what do you want?" asked Kingsley in a shaky voice. "Listen, if it's about money…"

"No, Mr. Kingsley, this is more valuable than money," said Hammerhead. "It's about a certain possession of yours. A big stone slab that my boss, Silvermane wants his hands on."

"Silvermane?" asked Kingsley in confusion.

"Yeah it has mystical healing properties or something like that, some kind of hocus pocus voodoo, but the boss found proof of that it existed before he was double crossed," said Hammerhead. "He's getting on in age, he's not getting any younger after all but that's none of your concern. The only concern is that you tell us where this slab is and we might make this a bit less painful for you."

"I don't know what you're talking about!" cried Kingsley.

"This seems to be a tough nut to crack," said Hammerhead. "We're find a way to make him talk, let's get him back to the hideout."

"Boss, Spider-Man, he's on our tails," said the driver nervously, and Hammerhead stood up, before he grabbed a machine gun from underneath the seat.

"Guess some people just can't take a hint," said Hammerhead, as he reached over to open the sun roof of the limo.

From the buildings, Spider-Man swung.

" _Kingsley got captured, why is the million dollar question," thought Spider-Man. "Because mobsters don't just grab random people for no reason. Especially since…"_

Spider-Man's thoughts were interrupted by his spider sense and then a hail of machine gun fire, which he just narrowly was able to avoid. Hammerhead seemed quite intent on putting him out right now, as he tried to exhaust the gun's entire supply of ammunition in an attempt. Spider-Man watched as his webbing was cut and he spiraled down towards the ground.

Suddenly a hand reached out of nowhere and pulled Spider-Man to a ledge safely.

"There, I took care of him," said Hammerhead with a pleased grin. "He ain't gonna be following us anymore."

With that, the limo drove right to the hide out, little did they know that Spider-Man was not the only one who was tailing them.

There were times where the assassin known as Bullseye liked his job. Being the employee of the Kingpin of crime, he got to kill a number of times a week and sometimes daily. He amused himself by killing people in inventive ways.

Then there were times where he pretty much despised the work he had to do. This was one of those times, going after someone who rival mobsters had captured. The person had to be kept alive until the Kingpin got his answers. Still, the Kingpin never said anything about the mobsters who had captured Kingsley being left alive. So if he had managed to kill a few of those, he would consider it a good nights work.

Bullseye listened, he could have sworn that someone was tailing him as well but he shrugged. Watching Spider-Man getting shot out of the air was the highlight of the night but he had to keep moving to not be detected and thus his fun was short lived.

" _Okay, I'm not shot, I'm not dead, that's good, and I'm not pavement pizza," thought Spider-Man groggily. "But I was knocked off balance and unable to latch onto any buildings. Someone pulled me onto a ledge."_

Spider-Man regained his bearings and got up to his feet, before he spotted a figure moving off into the night.

" _Well it looks like I might have a guardian devil," thought Spider-Man. "That's the second time he saved me. I need to follow him while I can still see him. If he's following those mobsters too, it will lead me right to them."_

Across the city, Daredevil followed Bullseye. The assassin had been responsible for far too many deaths that he needed to be brought to justice. Also, the man without fear had deducted that Bullseye may prove to be a valuable asset in helping gather enough information to bring down the Kingpin.

An irregular heart beat behind him, indicated to Daredevil that he was being followed.

" _Spider-Man," thought Daredevil. "The kid has guts, but this is far deeper than the super powered mental patients that he normally faces. These are truly dangerous men who don't care about getting their face in the media. They work in the shadows, rarely coming out into the light. But…can't lose him right now, Bullseye is slipping away."_

With that, Daredevil continued to try and pick up the tale, but he hoped that Spider-Man would not become a liability. Once he had a chance, he would have to have a talk with him.

"This way, Kingsley," said Hammerhead, as the man's knees buckled and trembled but a gun stuck in his back had convinced him to move. "We'll see if you can remember where the slab is much better in here. Come on, the rest of you stand watch and if anyone decides to show up, take care of them."

Bullseye stood on the ledge of the building, with a smirk, as he watched the goons, stand there with their guns. He reached into a pocket and pulled out a drawstring bag, before he poured the contents in his hand, to reveal marbles.

" _And people say I lost these years ago," thought Bullseye with a chuckle, as he took perfect aim and flicked the marble, connecting with the back of the head of one of the guards, killing him almost instantly by striking the precise spot at the base of his brain._

The goons turned around and were taken out one by one with the marbles. Bullseye looked pleased with his work but he heard someone drop down in front of him. He quickly spun around and saw he came face to face with Daredevil, who aimed a punch right at him, but he avoided the attack.

"Ah, I was wondering when I would have a chance to run into you," said Bullseye with as he threw the marbles at Daredevil but the vigilante deflected them back, causing the assassin to scream and nearly lose his footing, but Daredevil grabbed him. "Now come on, you're not going to let me drop!"

"Tell me where the Kingpin is," said Daredevil in a gruff voice.

"Like I'd tell you," said Bullseye as he kicked off, before he removed a pencil from his pocket and aimed it right at Daredevil, but a line of webbing shot and pulled it out of his hand, causing him to lose his balance.

"Thought I'd return the favor from tonight," said Spider-Man to Daredevil but Bullseye grabbed Spider-Man by the throat and attempted to strangle him but the web head threw the assassin to his back.

"YOU MADE ME MISS!" shouted Bullseye, but Spider-Man shot a line of webbing right around him. The assassin was no matched for the super powered hero, having been caught off guard.

"You shouldn't get involved in this," said Daredevil sternly.

"Well I am," said Spider-Man. "Lucky I managed to save you in time."

"I would have survived and taken him down," said Daredevil as he turned his back on Spider-Man. "You shouldn't be involved, word of advice. Stick with the super powered crowd. These people are really dangerous and if they ever have a hint of who you might be under that mask, your friends and family will be in danger."

"Yeah, but that's the risk I have to take," said Spider-Man firmly but Daredevil just turned. "Look, a man got captured in there, whoever these guys are, they are after something, it could be big. They didn't want anyone to know, as they tried to shoot me out of the sky. So how about we figure out what's going on?"

"You know this won't be a regular habit kid, because I work much better alone," said Daredevil. "I've heard about you, you're reckless, don't think of your actions."

"Hey, I think things through," argued Spider-Man. "But sometimes, you have to go with your instincts and make a rash decision."

Daredevil just made a noncommittal grunt, as he turned around and moved forward towards the hideout, with Spider-Man following.

"Alright, Kingsley, I'm not happy that you haven't fessed up," said Hammerhead as he held a switchblade. "Better start coughing up the location of the slab or I'll put some lines on your face. I know you have it, everything traces back to you, the boss left me plenty of time to research what he found out."

" For the last time, let me go, I don't know what you're talking about," said Kingsley as he was shaking and Hammerhead edged closer, but a line of webbing wrapped around his arm and spun him around.

"Now, didn't your mother teach you not to play with knives?" asked Spider-Man.

"My mother taught me the important of not sticking my nose where it didn't belong," said Hammerhead as he sliced the line of webbing, but Spider-Man caught him with a kick right to the chest. The goons moved to detain Spider-Man but they were dropped from above, before Daredevil dropped down, as the battle between Hammerhead and Spider-Man had continued.

"Get Kingsley free, I'll handle him!" shouted Spider-Man and Daredevil nodded, as he untied Kingsley, who looked rather faint from the excitement. Hammerhead charged right at Spider-Man but smashed his head right into the support post of one of the buildings.

"Just wait Spider-Man, once I get my hands on you, you'll wish your parents had used protection," said Hammerhead, as he once again charged Spider-Man but he had taken out a second of the support beams. "Stand still so I can get you."

Hammerhead charged forward and his head rammed right into the support beams once again. The roof wobbled above him and Spider-Man moved over, but Hammerhead stooped short of smashing the fourth support beam.

"Ha, I'm not going to fall for that one," said Hammerhead, but Spider-Man shot two lines of webbing, wrapping it around Hammerhead. Hammerhead struggled, as Spider-Man ran up the walls and strung Hammerhead up from the rafters from the webbing.

"There, that should keep you nice and safe, until the police decide to take you in," said Spider-Man as he moved out, but as he looked around, Daredevil had gotten Kingsley out of there safely.

And as he walked outside, he saw his webbing on the rooftop where he held Bullseye, having been cut and the assassin having escaped. The police lead by Captain Stacy, had moved in to get Hammerhead and his gang, as Spider-Man moved off to change back into Peter Parker, an explanation forming in his mind of how he was going to explain his sudden disappearance.

"Peter, there you are," said Ned in relief. "Where have you been? I need your pictures for the article."

"Sorry about that," said Peter. "I wanted to follow Spider-Man, it could have been big and it turns out I was right."

"What do you mean?" asked Ned curiously.

"I managed to get a couple of pictures of him," said Peter and Ned raised an eyebrow, before he caught on immediately.

"Oh man, Brock's going to flip when he realizes you scooped him yet again," said Ned.

"I just hope Mr. Jameson's satisfied with them," said Peter. "Or at least what passes as satisfied for someone like Jameson."

"I don't know how you do it Parker," said Jameson as he looked at the photos. "You managed to get me something actually tangible but at the same time, still complete crap. Still, there it is, in the flesh, the mysterious guardian devil of Hell's Kitchen."

"Is that what they're calling him now?" asked Robbie.

"No that's what I'm calling him, but all names have to start somewhere," said Jameson.

"I can't believe Parker got a photo," said Eddie Brock who was absolutely fuming. He followed leads for weeks but nothing. It has to be a fake."

"Brock, I think I would know a faked photo if I saw it, too bad you didn't get any photos of Spider-Man being shot at," said Jameson with glee. "That will be front page news, shove that little charity benefit to page three, the fact that we finally got a picture of this guardian devil will continue to prove why the Daily Bugle is number one. Even though Spider-Man trashed the office in the battle with Gargan, at least we're back on our feet and proved that we won't be stopped."

Everyone moved to get back to work, before Jameson could yell at them.

"Don't know why you do these things Peter, putting your life in danger to get these photos," said Aunt May as she scanned the Daily Bugle. "It's not like we're not that hard up for cash anymore."

"I wouldn't feel right if I didn't, Aunt May, besides I maintained a safe distance," said Peter, who decided not to disclose to his aunt that he had nearly been struck down in a hail of gunfire.

"Peter, given how hurt you get sometimes, safety is something that I'm not sure you have a grasp on," said Aunt May. "You really need to be more careful."

"I try Aunt May," said Peter with a frown. "Heaven knows I try as hard as I can."

A knock on the door had caused both Parkers to jump.

"Who could be calling at this time of the morning?" asked May but the door was busted open and several SHIELD Operatives, lead by one Nick Fury entered the Parker household. Two of them grabbed Peter by the arms.

"Wait…what's going on here?" asked Peter in confusion as he was roughly hauled to his feet.

"Peter Parker, you're to be taken in for theft of sensitive SHIELD security data," said Nick Fury roughly which caused May to gasp in disbelief.


	39. Identity Theft

**Chapter Thirty Nine: Identity Theft**

There was a state of shock in the Parker household, as two surly looking SHEILD agents quickly pulled Peter to his feet, as it took several seconds for him to gain his bearings. Looking around from side to side, he briefly considered fighting them off but realized that it would endanger his aunt and it would not be a go. He tried to look at Nick Fury, but Fury was avoiding all eye contact.

May Parker got to her feet angrily, as a couple of SHEILD agents took a step forward to prepare to restrain her.

"You can't just burst in here and take my nephew without proof!" shouted Aunt May.

"We didn't," replied Fury in a crisp voice. "We have proof."

"Peter would never do anything like that," argued Aunt May, not willing to give up this manner.

"Ma'am, the evidence is pretty cut and dry," said Fury gruffly. "Your nephew was caught red handed, stealing top secret government secrets. National security has been breached and we have to find out what exactly he found out."

"You can't be serious," said Aunt May. "Peter isn't capable of doing something like this."

"You'd be surprised what your nephew is capable of," said Fury and Peter just felt chills go down his spine. He thought for sure Fury was going to out him as Spider-Man right to his aunt and make this situation go even worse. "Your phone lines will be restored once your nephew has been safely brought into custody. Good day to you."

The SHEILD agents stood, not turning their backs on Aunt May, who looked at Peter, who tried to give her a reassuring look but found it very hard when he was being dragged out the door.

"Oh Peter, I can't believe this," said Aunt May as she reached for the phone to dial for the police, as far as she was concerned, this was a kidnapping but sure enough, it was dead.

She was at a loss of what to do.

Peter was thrown into a small cell on the SHEILD transport, in shackles like a common criminal.

"Thought you could get away with this, didn't you Parker?" growled Fury in a low voice. "I had thought this day might come but I was sure hoping that it wouldn't. With your powers, I had a inkling you may have been corrupted by them and turned evil. We'll find out what you stole and then I'll find out what you've done. Rest assured, for this little stunt, both Spider-Man and Peter Parker will be disappearing for a very long time."

"Fury, I didn't do anything," said Peter through gritted teeth but Fury just turned his back on Peter and walked off. He did not even bother negotiating with traitors.

Peter just sank into the cell. He would not be surprised if these cuffs had nullified his spider powers.

An entire day passed and Gwen walked down the hallways of Midtown High nervously.

"It's not like Peter to just not show up for school," muttered Gwen to herself, as she walked down the hallway. "The only time he missed school was…the incident."

"Hey, Gwen, have you seen Peter?" asked Kitty as she walked over.

"No, can't say I have," said Gwen. "And there's something about it that just bothers me."

"Maybe he's just sick," suggested Kitty.

"Peter never gets sick enough to miss school, well not without the aid of a genetically altered arachnid," said Gwen but there was a group of students who were talking in hushed voices.

"Did you hear about what happened to Parker?" asked a voice which caused both Kitty and Gwen to stiffen up.

"I know, it's all over the news, I heard the teachers talking about it," muttered another voice. "Got hauled away from stealing government secrets."

"No way, it's got to be some kind of mistake," said Flash Thompson boldly. "Parker? He wouldn't even steal a napkin."

"Flash, he's changed, perhaps he just snapped one day," said another student.

"It's unbelievable isn't it," said Harry seriously as he walked up with Liz. "Peter, I mean."

"It's unbelievable because I can't believe it," said Gwen only barely having an inkling of what's going on.

"No one should if they knew Peter," said Liz and Harry nodded. "Stealing top secret government secrets, he was hauled out of his home by black helicopters in the morning."

"He just went willingly!" demanded Kitty.

"Well it's not like he could stop whoever hauled him off," said Harry with a raised eyebrow. "It's got to be some kind of trick, a frame up but I don't know who would frame him."

Gwen was just silent, as she turned away. She sensed there were more sinister forces at work but she was at a loss.

"Are you going to be okay, Gwen?" asked Harry and Gwen just glared at him. "Yeah, stupid question I know."

The next few minutes were awkwardly, as Gwen heard snippets of conversation regarding Peter. Many of them were trying to say that they saw this coming with only Flash Thompson of all people trying to defend Peter, even if it was in a back handed way.

The SHEILD transport had arrived to some kind of prison in the middle of what seemed to be nowhere. Peter felt like he had been on there for weeks but he suspected it was merely only hours. The doors of the cell had been opened, as two SHEILD commandos grabbed Peter and dragged him out, without even a word or a look to him. Fury followed, overseeing the mission, with a narrowed eye, as he watched Peter be hauled off.

"Fury, you just can't believe I would do this!" shouted Peter finally finding his voice.

"I've seen far too many things that people would not believe to believe that someone with super human powers couldn't turn evil," said Fury in a crisp voice, so only Peter could hear him.

"Any nutcase could put on a Spider-Man costume and frame me," argued Peter.

"Who ever said that it was Spider-Man who was caught in the act?" asked Fury and Peter just paled. This situation had gone from bad to worse. "Rest assure, I'll find out what you know. For your sake, it better not be much and you may be granted an extended stay in a SHEILD prison facility for the rest of your life. If you're lucky."

" _Yeah, luck, like I have any of that," thought Peter. "And the fact that they framed Peter Parker, rather than Spider-Man, that just really says it all about my luck, doesn't it?"_

Peter felt slightly noxious thinking about the ways Fury would determine how much information he knew. He doubted that they would be all that pleasant.

In office of the Daily Bugle, there was an uproar to say the least.

"Parker, please, like he would show enough ambition to even think about stealing government secrets!" bellowed Jameson.

"Always knew there were something about Parker that seemed shifty," said Eddie Brock. "Always wondered how he got those photos of Spider-Man and then that photo of the guardian devil…"

"Brock, enough out of you!" bellowed Jameson as he turned the staff. "This is a news story, and it may even be more of one if it is a frame up and of course it is, Parker just isn't ambitious enough to do this. I want everyone to put their best effort forward, uncover everything that the government will allow to slip past their clutches."

Jameson just sank down in his chair as everyone walked off to get going on the biggest story of the day and perhaps the year so far. The fearless publisher of the Daily Bugle had thought the story to be absolutely absurd, a lazy teenager being able to steal government secrets. Granted, he had been in the news business for years, and had seen his share of the strange, but this was stretching credibility even for him.

"There has to be something more to this," said Kitty to Gwen in a low voice as they walked through the melting snow, mostly slush now. "I mean, there are a lot of people who would try and smear Spider-Man's name but really, there's not that many who would even bother tarnishing Peter's name. Unless of course, they knew they were one and the same and that leaves…"

"No, Kitty, I doubt it's him," said Gwen shutting down that theory right away. "It just doesn't seem like Norman Osborn's style. I think he thinks that he benefits more from Peter being out in the open. That and he sees Peter as the son that he always wanted"

"Yeah, after trying to kill him," said Kitty with a frown.

"I never said Norman Osborn was sane," countered Gwen but to be honest, trying to figure out how Norman Osborn's mind worked was giving her a head ache.

"You think Peter's aunt might know more than we do?" asked Kitty but Gwen just shrugged.

"Doubt it very much, I'm guessing that they took Peter and only told her about what leaked in the press," said Gwen.

"So we're stuck," said Kitty. "What now?"

"I don't know," said Gwen biting her lip in frustration. "At this point, I'm at a loss. We don't even know where Peter is."

"Got to be a top secret government prison," muttered Kitty, as the two teenagers made their way right towards the X-Mansion.

"Harry, what do you know about this situation involving Peter?" asked Norman as he surveyed his son, as he had just arrived home.

"About as much as everyone else does," answered Harry and Norman just frowned.

"I should have expected you would be of no use," said Norman in an icy voice.

"Come on, Dad, you can't believe Peter would actually do something like this," argued Harry and Norman's eyes just looked at his son, impressed at his somewhat bold statement. Perhaps his son was not completely spineless after all.

"I never said I believed it," said Norman in a crisp, cool voice. "I know Peter. Trust me, Harry, I know Peter. Much better than you could ever imagine."

Harry just looked on in confusion, as he watched his father get up with that cryptic statement.

"Just seems like a sticky situation, but I'm certain that someone as resourceful as Peter would manage to find a way to get out," said Norman as he exited the room, without a backward glance leaving a confused Harry Osborn in his wake.

"The kid's gotten himself into trouble this time," growled Wolverine as Kitty and Gwen had explained the situation.

"The thing is, he didn't get himself into trouble, because he didn't do it," said Gwen.

"Yeah, surely you couldn't believe that Peter would do something like this, Logan," argued Kitty.

"No, he didn't but he must have hacked someone off for them to go to all the trouble to frame him," said Wolverine. "And they must have done a damn good job in framing him too, because Fury's not the person who's easily fooled."

"Fury?" asked Kitty.

"Nick Fury, he's in charge of something called SHEILD, Peter mentioned it before, he had to work with Fury a couple times," said Gwen as she looked at Wolverine. "You know a lot more about this than you were letting on."

"To be honest, it wasn't hard to put together what's going on here," said Wolverine gruffly. "Fury owes me a favor, should be good enough to get an explanation out of him."

"So what's the plan?" asked Kitty.

"The plan is for both of you to stay out of this," said Wolverine roughly. "I'll track down Fury, maybe I'll make him see reason, but that might be hoping for too much."

"What about the others?" asked Kitty.

"Off checking on that mutant signature in Africa that Xavier picked up on this morning," said Wolverine gruffly before he turned and walked off without another word.

"Well, let's follow him," said Gwen and Kitty looked at her with a confused expression on her face.

"I beg your pardon?" asked Kitty. "Are you actually suggesting that we disobey Logan?"

"Yes," replied Gwen as she looked at the disbelieving look. "Look either you come with me, or I go on my own."

"No, I'm coming, I'm just shocked that you'd be the one to suggest it," said Kitty.

Deep inside a cell at a SHEILD prison, Peter sat. As he feared, the cuffs had somehow nullified his powers and despite his best attempts to remove them, he could not. He wondered if he would ever see the outside world again or if he was doomed to spend the rest of his life in this dark depressing cell, without the chance of every seeing the sunlight or breathing fresh air ever again.

There were movements of the guards outside but they did not bother to speak with him. Not even for a second. Peter stood, hands folded, bored out of his mind. Any time now Fury would come back but right now the man was waiting for him to stew and contemplate his own fate.

" _Let's face it, even with my powers, I don't think I could escape here," thought Peter, shoulder sagging. "I'd be gunned down the moment I left this cell. Who knows what Fury might do to find out any information? Even if it doesn't exist. Who did this? What could they have to gain? I don't know? It ends like this, after all I've been through."_

Peter continued to sit, as the minutes ticked by rather slowly. He could be here for a long time before he had even the slightest bit of human contact.

Wolverine stepped inside a seedy looking bar on the outskirts of town. Several of the patrons looked to be the type that would fight at the drop of the hat and while he would normally welcome such a thing, he had work to do. Wolverine walked inside, Fury tended to stop by this place on a regular basis. At least the last Wolverine heard and now the mutant looked around, before he picked up the scent of the SHEILD commander. Wolverine stepped forward, as Fury sat at the table in the back of the bar.

"Fury," grunted Wolverine.

"Logan, it's been a long time," said Fury in a calm voice but Wolverine could see and smell that the man was tense.

"Not long enough, Fury," said Wolverine in a rough voice.

"I know why you're here," answered Fury. "The press got their mitts on the fact that Peter Parker was involved and ran with it. The Bugle is demanding evidence, the irony is thick. It was something that I saw coming."

"You can't believe that Parker is a traitor," growled Wolverine. "I'm not exactly the biggest fan of the kid but even I know something's fishy."

"Don't talk about what you don't understand, Logan, his friends must have put you up to having a talk to me," said Fury. "And do you believe that I would take Mr. Parker in if the evidence didn't give me proof without a reasonable doubt? I conducted an investigation, DNA was found. Genetically enhanced spider DNA, that matched what we had on file."

"So someone whose good at covering his tracks," said Wolverine. "Never said whoever did this wasn't good."

Fury just looked at Wolverine. A part of him did believe that something was a bit off but there was too much evidence that fingered Peter Parker as the suspect. The fact since day one, he had kept a careful eye on the process of Peter as Spider-Man, and managed to uncover the exact origin of his powers. The fact that the spider that gave the boy his spider powers was created based on the research of a madman who had corrupted his own DNA behind all recognition, warping his mind, had given Fury much to think about it. As it turned out, the fear was justified.

"What if you're wrong, Fury?" demanded Wolverine.

"If I am, then Parker will be released, but there is very little chance of it happening," said Fury. "There's plenty of proof that points to the fact that he's cracked underneath the strain of his powers. Don't see why you should care."

"If an innocent person gets put away for crimes they never committed then, I care plenty," growled Wolverine, as his claws popped out.

"Put those away, Logan," replied Fury in a bored voice, not intimidated at all. "I'm going to return to base in ten minutes to question Parker. You have ten minutes to try and find a way to convince me how I may be wrong. Start talking, the clock is ticking and be warned, if you try anything, there are SHEILD agents around this bar that will neutralize you."

"I think he went this way," muttered Gwen as they arrived several minutes after Wolverine did. "Following him on foot…that might not have been the best idea come to think about it."

"Well if I couldn't use my powers to get through obstacles, then we would have been sunk," said Kitty as she looked around, with a frown. "Yeah, that seems like the type of place that Logan would hang out. So what now?"

"Give me a minute, I really had no plan other than follow Wolverine," said Gwen shortly as she looked around but heard footsteps. "Someone's coming!"

The two girls ducked behind a truck as two SHEILD agents walked forward.

"Fury better get back out here soon, I'm ready to get back to base," said one of the agents as he looked at the truck they stood beside.

"Better to be out here then in that place, too many lowlifes," said the second agent but he looked around. "I could have sworn someone was here."

A hand reached from underneath the SHEILD agents and grabbed his ankles, causing him to land on the ground. Kitty phased from through the ground and it took the second SHEILD agent a moment to realize what had happened but he moved forward to restrain the girl, phasing right through her. He turned around in confusion and got kicked right in the mouth, before he was quickly taken down and rendered unconscious.

"Easy," said Kitty as she looked down at the two agents.

"Too easy," remarked Gwen as she walked out from behind the truck. "I don't like this, it shouldn't be this easy. There should be more than two people guarding a government transport truck."

"Well let's get inside, before more do show up," suggested Kitty, as she grabbed Gwen's arm and used her powers to cause them to both become intangible, so they could phase inside. "Whoa!"

She caught sight of the impressive technology in the truck.

"Kitty, you can drool over this later," said Gwen urgently. "We might not have much time to find out where they're holding Peter."

"Right, just give me a second, it should be like no problem to get into this," said Kitty, as she sat down at the keyboard but she was met with a lot of security and firewalls. "Okay, maybe just a little bit of a problem."

"Are you sure you can get in without triggering some kind of protocol that will have SHEILD hauling us in to join Peter?" asked Gwen.

"It was your idea to follow Logan," replied Kitty. "And yeah, I can totally handle this."

About a few minutes passed but the sounds of footsteps from outside had caused them to pause.

"I almost got it, they can't be coming now," said Kitty as she had barely scratched the surface to getting in the problem but the door opened and Gwen quickly grabbed Kitty, before pulling her out of the chair towards what appeared to be a holding cell.

"Phase, now," muttered Gwen and they became intangible, just as Nick Fury entered the truck. Fury turned, with a look on his face of surprise.

"Someone has been hacking into the system," said Fury in surprise but he just sat down. "No matter, this will make my job a lot easier."

Fury quickly activated the truck, causing it transform into the SHEILD hovership and also activating a power nullifying field right inside the cell, as it lifted right off the ground.

Gwen and Kitty sat in the cell.

"Taking off," said Kitty in a panicked voice. "We've got to get out of here."

She prepared to phase right through the floor before it got too high but nothing. She was completely solid.

This was not going to be a situation that they would be able to get out of easily.

Nick Fury exited the bar, as he made his way outside, but he stopped suddenly, as he saw two SHEILD agents who were just in the process of awakening where the transport vehicle was. Fury stood, as he looked from side to side, before he walked over towards his agents.

"How could you allow this to happen?" demanded Fury.

"It wasn't our fault, the girl appeared from the ground and caught us off guard," said one of the agents.

"You were beaten by a teenage girl," said Fury in disgust.

"Well to be fair, she is one of the X-Men," said Wolverine gruffly, who looked amused before he sniffed. "Not surprised they didn't listen, that's teenagers for ya, and….no, it can't be him."

"What?"demanded Fury and Wolverine turned to tell him the news.

Peter sat in the cell. Two humorless guards patrolled outside but he rarely saw them. He held up his cuffed hands, helpless, unable to move. Suddenly, footsteps were heard outside the door.

"Guards, I am ready to interrogate the prisoner right now," said the unmistakable voice of Nick Fury from outside.

"Sir, your orders were…." Stated one of the guards but he paused. "Alright, I don't know who you are, but hands in the air, you're going in for impersonating Commander Fury."

Smoke filled the hall outside, as Peter got to his feet, to catch a closer look, but he saw "Fury" standing outside, picking up a key card and he swiped it.

" _Now's my chance," thought Peter, as he leapt forward, but "Fury" grabbed him. Peter struggled valiantly but found himself unable to break free. "Well just like I feared I guess. No spider powers, no hope."_

"You're coming with me, Mr. Parker, after all the work I have gotten to get you here," said "Fury" as he dragged Peter off. He tried valiantly to summon up enough strength to pull the cuffs off.

"Any second now, he's going to come back and then we're so screwed," said Kitty as she looked around. "Any luck in finding a way out."

"Well no, I think the idea might be to keep the prisoners inside," responded Gwen dryly. "No go on phasing us out of here either."

"Well this was a bust, some help for Peter we are, getting caught like this," said Kitty. "Our only hope is for Logan to track us down."

Gwen turned and her cell went off. She quickly answered it.

"Gwen?" asked the voice of her father.

"Yes, Dad," answered Gwen in a low voice possible.

"Where are you?" asked George Stacy. "It's nearly nine at night."

"Yes, I know it's late, but I'll be home as soon as I can," answered Gwen.

"Gwen, please tell me you didn't do anything to go after Peter," said George over the phone and Gwen paused for a second. Her father knew her too well. "It's out of your hands, it's out of mine in fact now. So please tell me you didn't do anything that could get yourself hurt. I would hope you know better than that."

"Sorry, Dad, the signal's breaking up," said Gwen quickly even if it's perfectly clear. "I'll be home as soon as I can, if you can hear this, love you bye."

"Gwen, Gwen," said George but Gwen quickly put the phone away and shut it off.

"You're going to be in so much trouble when you get home," said Kitty.

"If I get home," muttered Gwen. "Of course I'm more worried about what will happen when Fury finds out that we tried to hack into government computers. And the fact that we found nothing makes it even worse."

"Yeah, it will be even worse when Logan finds out that I disobeyed a direct order," said Kitty with a shudder. "We aren't even closer to finding Peter."

Both girls froze, when they heard foot steps that were approaching the cell. The room was air tight and guarded against mutant powers. Time seemed to stand still as the door opened.

"You will help me acquire something, Mr. Parker," said "Fury". "Something that only you can help me with."

"What's your game?" asked Peter. "Why did you frame me? Who are you?"

"So many questions, for such an inquisitive young man," chuckled "Fury" before he contorted in a grin. "Your parents would be proud, they've always asked too many questions and stuck their noses where it belonged. They got there's in the end."

" _My parents?" asked Peter. "They died in a plane crash. In an accident! What does this have to do with anything? What does this guy know?"_

"You will learn why in a moment, but your DNA is important," said "Fury" "In fact, the little bit I managed to acquire was enough to fool Fury, but not enough to open the doors that I wanted."

"Where did you get my DNA?" asked Peter in a panicked voice.

"I was a substitute teacher a few weeks back, a Mr. Leon," responded "Fury" "Mr. Cham Leon."

" _Mr. Cham Leon?" thought Peter before it clicked in his brain. "The Chameleon of course."_

"It was very simple to acquire your DNA by scrapping it off your test paper," said "Fury". "As for who I am? Well anyone I want to be."

"Fury" changed into J. Jonah Jameson, followed by George Stacy. Then he shifted into Norman Osborn and then Spider-Man, before he turned back into Peter Parker.

"Like looking into a mirror, isn't it? _"_ asked the faux Peter Parker, before he turned into his real face, the Chameleon and he lead Peter inside the ship, with a gun to his back. "You will help me acquire this and the world will tremble."

Peter walked towards the cell and he could have sworn he heard hushed voices. The Chameleon reached forward, while keeping an eye and a gun on Peter. Peter's eyes widened, when he saw who was in there.

Kitty, seizing the chance, sprung into action and phased right through the Chameleon when she passed the room, grabbing the gun out of her hand. Quickly, she dodged the attack from the Chamelon, as Peter dropped down, as he looked at Gwen.

"Um, hi Peter," offered Gwen with a weak smile but the Chameleon managed to knock Kitty right into the wall, before he picked up a gun and grabbed Peter, before he stuck it right in the side of his head.

"I have no idea how you two girls had gotten in here and quite frankly, I have no desire to find out," said the Chameleon, as Kitty stepped forward. "One more step and I blow his brains out…both of their brains out."

He threw Peter into the cell, before he turned, gun pointed at both Gwen and Peter.

"A mutant, that's quite the interesting development and an annoyance as well, but not for long, these power inhibitors should keep you in check," said the Chameleon, as he reached forward to pick them up. "Any tricks and you'll be sorry."

Kitty stepped forward, with the frustration that she had blown in big time. The cuffs were snapped on her and her powers had been blocked. The Chameleon shoved her inside with Gwen and Peter, the gun still on them to the very moment that the Chameleon shut the door.

"Be warned, that while I may need Mr. Parker for the moment, you are very expendable," said the Chameleon as he walked off. As much as he would like to eliminate any liabilities right now, it would be mere moments before it was found out that security had been breached and he needed to make into the air quickly.

"Too late, he's already been here and taken off with Parker," said Fury, as he rubbed his temples, as the knockout gas slowly wore off from his SHEILD agents. He was incensed that the Chameleon had gotten the jump on him again. He was tracking that fiend for years and the Chameleon was always one step ahead.

"Maybe not all hope is lost, Fury," said Wolverine as he sniffed around. "They left not even ten minutes ago. I'm sure it should be easy to track your stolen vehicle."

"Not if the Chameleon disabled its locating protocols," remarked Fury. "And that is a logical assumption."

"Then I guess, you're going to have to rely on my nose, bub," said Wolverine and Fury nodded with a grim voice before he walked off without a word, with Wolverine following him.

Three people crammed in a cell meant only for one person was not the most ideal situation.

"I don't think you two should have gone after me," said Peter stiffly after a few minutes.

"Yeah, pretty stupid right now," said Kitty. "I didn't even crack the computer code to get in, not even close."

"Well at least what happened isn't my fault this time," responded Peter.

"No, it's mine," said Gwen dismally. "Happy."

"No particularly and that's not what I was talking about," answered Peter. "The Chameleon mentioned something about needing me to get something. And…The Chameleon mentioned something about my parents, I don't know what that had to do with anything."

"I don't either," said Gwen as she frowned as she thought but she was unable to think of anything. "They were scientists, weren't they?"

"That's what Aunt May and Uncle Ben told me," answered Peter as he racked his brain. Perhaps he was just being paranoid but there was something telling him that there was more to his parents than met the eye.

"We really need to find a way out of here," said Kitty suddenly, as she could barely move or concentrate. "Think of something, Peter."

"Why me?" asked Peter.

"Because you always get out of these situations somehow," said Gwen. "I don't know how."

"Well you're asking the wrong person, I just really trust my instincts," said Peter, as he looked over the cell as much as he could.

"Already done that, its pretty much airtight security," said Gwen.

"No security is airtight, there has to be some hole in it," said Peter but he wondered if he felt confident on that. This cell looked like there was no way out, short of being let out.

The Chameleon kept focused. Having two hostages in addition to the Parker boy was a blessing in disguise. It would cause SHEILD to think twice about stopping him. The shape shifter turned the transport vehicle. He was in no danger of anyone catching with him. He would use Parker, before disposing of him and the other two. It was absolutely perfect. Then the package would be his.

The shape shifter touched down on the island. He was almost to his destination. Using the computer, he accessed the security protocols on the main part of the island, shutting him down one by one. The only thing standing in his way would be any agents and the protocols around the package, that Parker could disable.

He saw the volcano on the island as it rumbled with an anxious look. He had to work quickly, before his prize was buried forever.

"Any luck?" muttered Gwen.

"None," said Peter dismally.

"Told you this place was good," said Gwen as they heard the transport shut down.

"Maybe we can take him out if we all jump him at once," suggested Kitty.

"Too risky, he's going to be armed and any one of us can get shot," said Peter, as the sound of a creaking chair was heard and the footsteps could be heard from outside. Everyone inside the room tensed up.

" _Better think of something, Pete," thought Peter. "You've gotten out of these situations before. You beat the Sinister Six with weakened powers. You can do this. You can do this, come on, I have to get everyone out of here."_

"Its time, Mr. Parker," said the Chameleon, as he grabbed Peter, before he dragged Peter out of the cell and shut it immediately. He moved over and pressed a red button. The computer began beeping. "The self destruction protocols on this vehicle, it will blow sky high in less than five minutes."

Peter paled immediately, before dove at the Chameleon but the shape shifter easily held him off.

"How heroic, thinking that you can save your friends," said the Chameleon snidely. "It is for naught, Mr. Parker, I'll have what I want."

"You won't be able to get off the island if this vehicle is destroyed," argued Spider-Man.

"Don't be so certain," said the Chameleon, who had arranged transportation off the island. He was not going to chance the fact that Fury could track him further than this island. While the tracking protocols had been disabled, he was leaving nothing to chance. "Come now, Mr. Parker."

The Chameleon lead Peter off, as he helplessly looked at the vehicle, as it was about to blow sky high but a whirling sound from above had caused the shape shifter to pause.

"Looks like you have company," said Peter, but the Chameleon grabbed Peter and yanked his arm viciously. He only had maybe a moment to open the doors and claim the package.

"DNA identification required," stated the computer, as the Chameleon quickly jammed Peter's hand. "Genetic anomaly, partial match for clearance, with unknown variable, scanning for possible solutions to problem."

"What is this, Parker?" demanded the Chameleon in a crisp voice.

" _That's my spider DNA enhanced screwing you over, Chameleon," thought Peter with a tiny bit of satisfaction, but it was bittersweet at best._

"The game's over, Chameleon," said Fury, as he stepped off the helicopter, with Wolverine, whose claws popped out and quickly, Chameleon grabbed Peter, placing the gun to his head.

"Just give me a reason, Fury," said the Chameleon, as Peter looked at the Chameleon's belt.

" _The keys to the inhibitor cuffs," thought Peter. "If only I can get to it."_

"Don't worry about me!" shouted Peter to Wolverine and Fury. "Gwen, Kitty, they're both in there, you have to get them out!"

"Kid's right, he can handle himself," said Wolverine, as he caught on as Peter was slowly edging his way towards the Chameleon's belt and Fury caught on as well but he was not as easy to go.

"Better do what the boy says and save the hostages, before they are blown to pieces," said the Chameleon and Fury turned to follow Wolverine. He was the only one who could disable the self destruction mechanism. "The DNA should have worked, it should have let me right in. What's wrong with it?"

"Access granted for a period of sixty seconds," said the computer and the Chameleon entered, as he shoved Peter right to the ground, as he managed to get his hands on the keys to the inhibitor cuffs and started to free himself.

The Chameleon stepped and sure enough, there it was, the cylinder, just as his employer had said it as. He picked it up and placed it inside a bag, before he departed. He would use Peter Parker as a hostage to get himself off the island and dispose of him later.

Needless to say, Peter Parker was gone, just as the volcano above them was beginning to smoke and rumble. The Chameleon looked around for his captive, but suddenly, a fist connected right to the side of his head that knocked him down to the ground.

"Chameleon did something to jam the controls, I can't get them open," said Fury.

"Then, I guess this needs a different approach," growled Wolverine as he had pried the door open with his claws, as Kitty and Gwen had managed to get out. "Go both of you, to the helicopter, this thing is about to blow."

"What about Peter?" asked Gwen firmly. "I'm not leaving without him."

"It's going to be taken care of right now," said Wolverine shortly, as he walked out, ready for a battle but he heard a loud crash as the Chameleon was dropped to the ground.

The Chameleon pulled himself to his feet, as he looked around. It was becoming very difficult to see on the island, the smoke was building up and the volcano was at near eruption.

Another punch had knocked him completely off balance, and he turned around. He saw some movement around him, but he could not pinpoint the source.

"Show yourself, whoever you are," demanded the Chameleon.

"Really, you shouldn't be called the Chameleon," taunted a voice. "You should be called the slug with how fast you move."

"Spider-Man?" demanded the Chameleon, and sure enough, he was tripped up, before he was knocked on his face. He hit the ground and bounced up, before he pulled out the gun. Two shots but neither of them connected. "I demand you come out right now and face me."

"Yeah right, that's going to happen," said Peter, as he took advantage of the smoke around him to make sure the Chameleon saw that it was not Spider-Man he was fighting but rather plain older Peter Parker using the voice that he used as Spider-Man.

" _Gwen got on me about trying to change my voice when I was Spider-Man and now I can see why," thought Peter. "To be able to pull off tricks like this without blowing my identity."_

Peter moved around and threw another punch, to keep the Chameleon guessing. He really wished he had his webbing, to really mix things up but that was worse. The Chameleon dodged around and was dangerously close to Peter

" _Go to find a way to wrap this up," thought Peter anxiously as he watched the progress of the volcano. "This thing is about ready to blow, and it won't be pretty…my ride's going to leave without me."_

Another loud rumble and lots of smoke, as the Chameleon stood, before he reached and pulled out a smoke grenade and launched it. Quickly, he carried the device, not even bothering to look behind him as he moved. It used his own cloud of smoke, and Peter tried to follow him, but Wolverine had grabbed him from behind.

"Forget it, Parker," said Wolverine.

"I just can't let him get away," responded Peter.

"Forget it, Fury's going to leave without you if you're not on within two minutes," said Wolverine. "He's not too happy right now."

Another rumble of the volcano and Peter followed Wolverine. He hated letting the villain get away. Wolverine lead the way, with Gwen and Kitty, along with several SHEILD agents and Fury, looking on.

"Get in now, Parker," said Fury without a word not even bothering to make eye contact with Peter. "Circle around the island one time, the Chameleon couldn't have gotten too far."

The helicopter rose up but the volcano below them had erupted, causing lava to shoot up into the air.

"Commander, we have to pull out," said the agent.

"Damn it!" yelled Fury, as he realized that his chances of finding the Chameleon now had slipped away. "So close to getting him, if I didn't have to babysit, I might have grabbed in this time."

Fury gave a disgusted look towards the three teenagers, but Peter just stood up to face Fury.

"Actually none of this would have happened, if you would not have expected the worst of me," said Peter calmly and Fury looked at him with disdain.

"I should have your powers taken away, Parker," responded Fury. "It may be doing you a favor in the long run."

"We both know you can't," said Peter, who hoped that he was calling Fury's bluff. "I didn't want the Chameleon to get away either, but he did. He can't evade capture forever."

"The thing is he has and this time, he didn't just steal information, he actually got his hands on something tangible," said Fury.

"Look I want answers," said Peter.

"You don't deserve them, Parker, " answered Fury. "All you need to know is that the Chameleon has gotten his hands on something dangerous and it's all your fault."

"My fault?" asked Peter, but the other SHEILD operatives looked at him, and he wisely shut up.

"You better be grateful that I'm not flying all three of you hack to the SHEILD prison and locking you up instead of taking you back home," said Fury. "You've endangered the security of this nation and the world with your irresponsible actions."

That was the last word that Fury said to anyone on the trip, as Kitty, Gwen, and Peter looked at each other. Today's events had raised far more questions and very few had been even close to being answered.

"Sit down Gwen," said George Stacy as his daughter had arrived home. He was calm and collected and also relieved.

"I don't regret going after Peter," said Gwen firmly.

"I know," said George calmly. "And in many ways, the way you stood by him is admirable but at the same time, this wasn't too smart to risk your life like that."

"Not going to say it was, but Peter shouldn't have to go through something like that," said Gwen. "I did what I felt I had to do. If you want to ground me by sticking by my boyfriend, then fine, but it's not going to change the fact that I would do the same thing again."

George paused for a few seconds.

"No, I won't do that because it would do no good," said George. "Just be careful. When you roll your dice with life, there is a chance that you might not come out alive next time. I take that chance every day with my job but there's no reason that you should."

Gwen just nodded in a half understanding manner. She knew her father did not really want to see her hurt or worse and had Peter been here, she had a feeling that he would agree one hundred percent.

Still, she was not about to hide underneath a rock.

"Oh, Peter, thank God," said Aunt May. "I can't believe Fury would haul a seventeen year old in to a place like that."

"Now, Aunt May, it was a simple mix up," said Peter who was glad that he had only told Aunt May the basic details of what happened.

"Trust me young man, I've been involved in some simple mix ups and this is a bit more serious," said Aunt May sternly. "You could have been suffered because a horrible injustice."

"That doesn't matter Aunt May, I'm here, aren't it?" asked Peter.

"Of course, Peter, of course, I don't think I could bear it if I lost you too," said Aunt May. "Now how about something to eat? You must be starving."

The Chameleon arrived back at an abandoned shack in a desert. There was no one else around for miles. He had just narrowly escaped the island before the volcano had erupted. He had the device that he wanted. Walking over, the Chameleon began punch in a series of commands on a computer, before he opened a communication channel to his latest employer.

"I have it," said the Chameleon.

"As I expected you would," said a distorted voice. "No problems."

"Fury was dangerously close, there was some mutant interference, and Spider-Man showed up," said the Chameleon. "The Parker boy allowed me to gain access, even though his DNA caused me some problems."

"I was lead to believe that it would allow you to enter without trouble," said the distorted voice.

"No, it's almost as if it had been altered in some way," said the Chameleon.

"Intriguing," answered the voice after a few seconds pause.

"It is too bad that I could not delve into this matter further," said the Chameleon.

"It matters little, there will be plenty of time to delve into such manners when the world has been placed underneath my thumb," stated the distorted voice. "The first of three and then I will be able to put it back together. Then the world will be mine as it should have always been. I will send word to when I will have the component retrieved. You have done will Chameleon and you will receive your payment."

"Very well," responded the Chameleon as the transmission went dead. Given the trouble he went through to get his hands on this one component, he prepared to receive a handsome payment.

 


	40. My Fantastic Enemies

**Chapter Forty: My Fantastic Enemies Part One.**

"I'll really miss this old place when they tear it down next week," said Peter, as he walked with Gwen outside the mall.

"Yeah, well don't worry, there just going to tear down this mall to put up a new one, with all the latest overpriced Roderick Kingsley clothing," said Gwen with a roll of her eyes. "Does someone like Kingsley really need an entire mall to peddle his cheap designer clothing?"

"Oh come on, Gwen, Kingsley is the hottest line of fashion," said Liz as she walked up with Harry. "Everyone's wearing it."

"I wouldn't jump off a bridge if everyone was doing it," answered Gwen as she looked at Harry.

"Hey, don't look at me, its clothes, I don't know anything about it," said Harry defensively as he threw his place up. "This isn't going to improve my Dad's mood any. He hates Kingsley."

"To be fair, he's not the only one, all of those low level fashion chains that he put out of business," said Gwen before she shook her head. "Let's enjoy this old place where we can."

There was a decent crowd of people, taking advantage of the liquidation sales. Peter was on the look out for a different reason. This mall had already been robbed twice in the last several days. There was talk that it would be shut down early. His intent look was not missed by Harry.

"Don't tell me Jameson's interested in this old place?" asked Harry and Peter responded with a shake of his head.

"No, only because he doesn't think it would sell papers," said Peter, as he looked around but sure enough, there was hardly even a shady looking teenager in the mall. Liz and Harry moved slightly away, as Gwen turned to Peter, gripping his hand.

"Come on, let's see if they're still selling something edible to eat here," said Gwen and Peter agreed, he could use something to eat right now. The two walked off as Peter tried to relax and not be so nervous.

" _Now, Pete, just keep calm, you're not going have to deal with villains every time you walk outside," thought Peter, as he walked with Gwen but suddenly he froze, as he heard a loud bang. "Yeah, right, Pete, you can't have a day off."_

A scream was heard as Peter and Gwen stood in the mall.

"Maybe someone found a good bargain?" suggested Gwen hopefully and Peter just gave a slight smile, hoping this was right but there was another scream as he took a step forward.

"Help, stop thief!" shouted a strained shopkeeper.

"Or maybe not," said Gwen her shoulder sagging in frustration. It was the perils of dating a super hero. There was a chance that he would have to go into battle. As Peter walked forward, he saw a very familiar blur, of the Human Torch blast down the hallway.

"Well it looks like I got beat to the punch," said Peter, happily and it was sentiments that Gwen shared.

"If there's one member of the Fantastic Four, then the others can't be far behind," said Gwen relaxed suddenly but there was another scream as the shopkeeper rushed down the mall corridor.

"Stop, the Human Torch just robbed my store!" shouted the man which caused both teens to look at each other with disbelieving looks.

"What?" gasped Peter as he processed what he said. "Surely, I didn't hear him right."

"He said the Human Torch just robbed his store," whispered Gwen and the rest of the crowd moved in.

"That's what I was afraid of," answered Peter, as he let go of Gwen's hand, before he hastily moved off. He would have to get to the bottom of this. Surely, there was some kind of misunderstanding or shape shifter or robot or something involved.

The crowd watched anxiously, as the Human Torch bolted. There was much confusion, as the last person that they expected to see in the Mall, was one of the Fantastic Four. There confusion increased even more when he was screamed as a thief and two security guards chased the Human Torch down the mall, as he moved his way down, with the contents of a cash register in a bag, overflowing with money.

"Alright, Torch, I don't care if you helped save the world a couple of times, we don't take too kindly to thieves," said the security guard as he raised his nightstick. "Drop the loot and come along quietly, the cops are on their way."

The Human Torch turned in the air slowly, before he raised his hands. The nightsticks of the guards burst into flames. They threw them into the air, as they quickly were reduced to ash and the Torch dropped down, before he placed his foot on the ground. The ground beneath the guards heated up before it began to melt and they sunk lower and lower into the ground.

In an instant, Spider-Man swung by and pulled them to safety, before they were severely injured. The two guards were dropped down, as the web slinger dropped down, just in time to dodge a heavy blast of fire. The wall to the side was singed, as Spider-Man turned.

"Look, I don't know what you're trying to pull, impersonating the Human Torch like that but…" started Spider-Man but his opponent was in no mood for games, as he tried to barbeque Spider-Man. Spider-Man moved forward and swung his fist, which connected but also caused him to stagger back. "Oww, my hand!"

It was almost like he had touched an oven that was set to the highest temperature. The web slinger took a step back, as the Human Torch rose into the air and made his way towards the exit. Spider-Man raised his arms and shot his webbing forward, before he pulled the door shut.

"Go, get people away from here, I'll take care of him!" shouted Spider-Man to the flummoxed looking guards, who hastened to walk off. The Torch stopped at the door but raised his hands, melting the doors down. The Human Torch continued to bolt forward, but Spider-Man followed him.

" _I just had the strangest idea," thought Spider-Man. "No, come on its absurd, but still, no one could duplicate the powers of one of the Fantastic Four that well…."_

Spider-Man's thoughts were cut abruptly, when the Human Torch had blitzed him with a heavy blast of fire. They were now in the mall parking lot, where there was a crowd of onlookers. Spider-Man raised his web shooters but paled, when he realized the intense heat had the Human Torch had generated had melted them. The Torch raised a hand and sent Spider-Man flying backwards, as fire flew from his hands.

" _Well, Spidey, I guess this is the Torch, but how?" thought Spider-Man but he spotted a fire hydrant behind him. "If it is, that means he also has his weaknesses."_

Spider-Man did a back flip and landed behind the fire hydrant, before he forced it open and sent a torrent of water flying right towards the Human Torch. The Torch was quickly put out and knocked backwards. Spider-Man dove right at the Human Torch but an invisible force field had appeared, causing him to smash against it.

"Now what?" grumbled Spider-Man, it was almost like he was shot head first into a brick wall with a canon. He turned, to see a very familiar face, looking down at him with a vapid, almost blank expression on her face. "Not the Invisible Woman too. I thought she was supposed to be the sane one."

Pulling himself to his feet, Spider-Man lunged forward into an attack. Once again, the web slinger smashed against an invisible barrier. Despite all of his might, all of his intense concentration, he could not break through and in fact, the barrier was exerting force against him. It sent Spider-Man spiraling up in the air, before he crashed down to the ground with a colossal thud.

" _The Four, well two of them right now, don't know about the other two…there has to be some reasonable explanation," thought Spider-Man as he struggled to his feet, but found himself trapped inside an invisible dome. "Great, I feel like a mime trapped in an invisible box now, only it's kind of for real…got to get out of here somehow."_

Spider-Man struggled, as he watched the Invisible Woman and the Human Torch depart, with ill gotten gains, the most shocking thing that he had ever seen in his short career as a super hero. The pain in his burned hand returned but Spider-Man was trapped.

Only to be release when the force field had failed, long after the Invisible Woman was long since gone. The web slinger collapsed to the ground, panting, completely confused and unable to string together what was going on.

Peter returned to the mall moments later, carefully shielding his burned hand, as he sought out, Liz, Harry, and Gwen. The police were already combing over the mall, shooing people out.

"As long as those people are in this area, it is not safe," said one officer in a crisp voice. "You folks should all head home, let us take care of it."

"I can't believe it the Fantastic Four," muttered an officer as he shook his head.

" _Neither can I," thought Peter who strained to listen for any more information. "The World's Greatest Heroes gone evil…no, I can't believe it, I refuse to believe it."_

"Can you believe it Pete?" asked Harry as Peter turned around, to see his friend. "I saw it, the Thing rampaging the mall, he ripped the entire cash register out of the wall and just ran off with it."

"I saw the Human Torch run by here doing about the same thing," said Peter. "These guys…I don't know…."

"Maybe they cracked," suggested Harry.

"Or maybe there's another explanation," said Peter to himself, wondering who he was trying to convince. The Fantastic Four had been doing this hero thing long before he had gotten that spider bite that had given his powers.

"They seemed alright, I mean they did help me get out of a tight spot that one time," said Harry with a shrug as they walked out, where Gwen and Liz were sitting. Gwen rushed over to Peter and embraced him, without saying a word, before she backed off.

"Do you smell that?" asked Liz as she looked around. "Something's burning."

"I'm sure it was nothing," said Peter in an unconvincing voice.

"Yeah, nothing, Peter," said Gwen with a neutral look but it did not really take a genius to pick up the burning smell, when she was standing so close to Peter. "Liz, Harry, we better get going, I just remembered that I need to get home soon and Peter promised that he would walk me home."

Gwen looked at Peter with a prodding look and he followed. When they were out of hearing range, they could talk without worrying about anyone overhearing.

"So it was really them?" asked Gwen.

"I'm afraid so," replied Peter, unable to completely wrap his head around the entire situation. "I mean, none of this really make sense. The Fantastic Four, the World's Greatest Heroes…well two of them but that's not the point. Common criminals robbing a mall, I mean it doesn't make sense."

"No, it doesn't," agreed Gwen. "But we both know what we saw."

"So did Fury when he thought that I broke into that government facility," said Peter firmly. "So we know that we can be fooled but it would be an awfully great con to duplicate the Fantastic Four's powers. Yet, their powers were there, no question about it. It was just the way they were used, well, I don't know. They just seemed a bit off."

Peter just looked in the distance, as Gwen watched him. To some extent, Peter had idolized the Fantastic Four before he became Spider-Man. Or at the very least, followed their exploits very closely and now they were doing this.

"What now?" questioned Gwen quietly.

"I'm going to get to the bottom of this, uncover who is behind this, because I refuse to believe that the Four is doing this, there has to be some other explanation," said Peter without really taking a breath, as he put his hand to his head. "And if they have turned evil…then Spider-Man is going to have to stop them."

" _Somehow," added Peter mentally._

"Your hand, though, Peter," said Gwen in a worried voice.

"It'll heal, Gwen, don't worry," said Peter. "I've had much worse. I would be like if I touched the top of a burning oven, no big deal."

" _An oven that was several hundred degrees, that is," thought Peter, but his mind then began to work into overdrive. "I'm going to have to find a way to contain them to figure this out, before they cause any more damage…and if necessary stop them. Well you're in for it this time, aren't you Parker?_

"It is inconceivable but we must believe our eyes, the Fantastic Four, have turned to the side of evil," stated a newscaster. "Two years ago, the Four stopped the plan of the megalomaniac Doctor Doom, who threatened to level the entire Eastern half of the United States, just one of the many times the Four have saved countless lives. Yet, this recent crime spree has left authorities unable to cope. Captain George Stacy could not be reached for comment but word has reached us that the police have little hope in nailing down the Fantastic Four. Our only hope lies with the web slinger, Spider-Man, who has his share of extremely vocal critics. Yet in our hour of need, the web slinger is our only hope to take down the Fantastic Four….this just in, millions of dollars with of diamonds have been lifted, by a combined attack by the Four. The state of the art security system has been disabled…"

A shadowed figure watched the newscast, as late breaking news of the thefts of the Fantastic Four came in. Right by his side, were four clay duplicates of the Fantastic Four. He would arrange for more of the stolen loot to be brought here and then he would blow the entire city. Scratch that, the entire country and would leave the Fantastic Four to left held accountable for their crimes. They would either be forced to fight, to further tarnish their reputations, or they would surrender, locked in jail forever.

The only potential cog in the wheel was Spider-Man but the controlled Four could easily take out the web slinger. They had great powers that had leveled galactic threats. Some impudent punk in a Halloween costume was no match for the Fantastic Four.

Peter ran from school the next day, several web cartridges filled with new chemical compounds. He had managed to borrow some old chemicals that were about to be thrown out and with his scientific skills whipped up several modifications to his webbing formula.

" _I just hope this works," thought Peter. "I mean, I don't really have a chance to test them. Of course, based on what I know about the powers of the Fantastic Four, this should really work. At least in theory. Maybe not in practice as much."_

An alarm rang up and the distressed population let Peter in that something was amiss. So with careful precision, he slipped away, undetected and sometime later, from around another set of buildings, Spider-Man swung, just in time to see the Thing walk carrying an entire vault.

"Okay, drop the vault!" commanded Spider-Man but the Thing just looked at him, no sign of recognition, before the vault was thrown right at Spider-Man. The web slinger was knocked off balance but thankfully the vault did not smash into him. Just as he dropped down, an arm wrapped around him from the alleyway, as Mr. Fantastic stretched into the scene. The Thing walked forward, arms raised, but Spider-Man managed to shift his weight enough to get free and fling Mr. Fantastic out of him. Mr. Fantastic stretched up, to avoid the Thing's swung punch and Spider-Man was forced to evade it. He dodged several more attacks.

" _This is crazy, I don't want to fight these guys," thought Spider-Man as he scaled the wall but the Thing grabbed onto it, ripping it out of the ground. "But I'm going to have to, got to insert the right web cartridge for the right member of the Four."_

With a splat, Spider-Man landed on the ground, where the Human Torch flew right towards him. Quickly, Spider-Man dodged the attack, as the Human Torch turned around, as the air heated up around him and ground began to get too hot to stand on.

"Yow, ow, ow!" shouted Spider-Man as he jumped up and down, like he was dancing on hot coals, as suddenly, he was stuck to the ground, as it melted to the point where the black top was a thick tar.

That was the last thought that went through Spider-Man's head before the Thing's fist went through it. Spider-Man spiraled to the ground and crashed down, before he landed outside of a department store. Mr. Fantastic's fist connected with him, stretched from across the street.

The Thing jumped up and grabbed Spider-Man, before he threw the web slinger and launched him right at the outstretched Mr. Fantastic, who grabbed Spider-Man's legs and arms, before he stretched outwards.

"Ow, listen, Reed, I don't stretch, let go of me…." grunted Spider-Man in pain, but he managed to get his arm free somewhat, before he shot a line of webbing right around a ledge. Quickly, he pulled himself up, so he could catch his breath.

" _This isn't exactly going as…."thought Spider-Man._

"YOW!" shouted Spider-Man, as the Human Torch had once again heated up the surface where he was standing on. Sliding inside the building, Spider-Man looked around, for something to use on the Human Torch. The Torch burst through the walls, as flames flew right towards Spider-Man. Spider-Man spent most of his time ducking and dodging, not even able to fire off a cutting quip.

Spotting a bucket on the floor, Spider-Man hastily picked it up and sloshed the contents at the Human Torch.

" _Oh, crap, that wasn't water!" thought Spider-Man hastily, as gasoline was thrown right at the Human Torch and a big burst of fire had erupted, engulfing that entire floor of the building. Spider-Man just narrowly threw himself down the stairs. "Stupid, stupid, stupid, Spidey, really stupid!"_

Spider-Man landed on the ground, as he saw the floor crack from above him, as the Human Torch dropped down, glowing to his greatest intensity.

" _There should be a sprinkler system around here somewhere, that should be going off right about now!" thought Spider-Man in a panicked manner, before he looked up and saw the damage. "Or not…welded shut, just my luck!"_

The Human Torch moved in for the attack but Spider-Man rolled underneath him, wincing as he felt the floor burning beneath his back, before he shot two lines of webbing, before he began to pull, ripping the sprinklers open! They exploded with several jets of ice cold water, cooling down the hallway, and the Human Torch. Johnny Storm stood right in front of Spider-Man, holding his hand up, but only a few small embers could raise from his hand, as he was drenched with water.

Quickly, Spider-Man shot a line of webbing around the Human Torch and struck him up from the still running sprinkler system.

"This could keep you at bay, for long enough, Johnny, even if you flame on, you shouldn't be getting out of the material of that webbing any time soon…" stated Spider-Man, before his spider sense had went off and he just leapt up, in time to avoid being sliced to ribbons by the security laser grid. "Fantastic, someone just turned on the security system…got to be careful…one slip and I'm finished."

Spider-Man crawled across the soaked wall, very carefully, as he watched, as the security grid seemed to be rising higher off of the ground, towards him.

" _What kind of security system is this?" thought Spider-Man. "It was almost someone reprogrammed it but who could be…that smart…yeah Reed, duh."_

Spider-Man carefully maneuvered around, managing to pick up the Human Torch before he was sliced to ribbons. As quickly as he could manage, before the laser grid could catch up with him, Spider-Man exited the room, just as it had sliced right into the ceiling, causing it to crumble and the building began to cave in.

" _Need a window," thought Spider-Man desperately, as he saw an open window and he swung right towards it but suddenly an invisible force field appeared around it. He struck it, the impact causing him to slide down. A hand reached out, grabbing the webbing line that the Human Torch was hanging from._

Spider-Man laid on the rubble, barely able to catch his breath and now he avoided an attack from the outstretched Mr. Fantastic, now wielding a weapon of some sort. He ducked and dodged, as the weapon appeared to vaporize everything that it blasted.

" _Or, as Reed would say, breaking it down into microscopic particles that no one could see," thought Spider-Man desperately, as he swung around, before he managed to aim perflectly, knocking the weapon from the hands of Mr. Fantastic. The arms outstretched but Spider-Man ducked and dodged around them, before he loaded one of his cartridges into his web shooter. "Hopefully this modification worked."_

A spiral of webbing wrapped around the outstretched arms of Mr. Fantastic, tying them together. Mr. Fantastic strained to break the webbing, as he stretched with all of his might, but he could not. He still could extend his legs, but not for long, as Spider-Man shot even more webbing.

In an instant, Mr. Fantastic was bound, completely tangled up and stiffened, unable to move. Spider-Man stepped back before he was grabbed roughly from behind.

"Oh come on, don't I get a breath," grumbled Spider-Man as the Thing spun him around, before he smashed right into Spider-Man's ribs with a rocky punch. Spider-Man was flat on his back, as the Thing lifted up a steal support beam and lifted it over his head, but Spider-Man just barely managed to block being smashed to bits with his own feet. "Listen, I don't know what's going on but Thing, stop, you always seemed like a rock solid guy, you don't want to do this, you don't want to clobber your friendly neighborhood Spider-Man."

Spider-Man did a back flip to avoid another vicious swing by the Thing. Shot after shot was narrowly evaded, as Spider-Man began to lead his adversary further out. He winced, as the Thing just narrowly missed hitting him.

" _Got to find some way to slow this guy down," thought Spider-Man as he swung through a window and then into another one in an adjacent building. The Thing smashed through the wall like it was paper. "There you go, easy does it now."_

The Thing continued to move, as Spider-Man looked at his surroundings, discovering that he was in fact in a gym. Quickly, he hoisted up a heavy metal weight bar and swung it towards the Thing, but the Thing caught it, before he hoisted Spider-Man off the ground. The web head leapt off and kicked right at the Thing. The Thing turned around and swung a punch, as Spider-Man looked over his shoulders, before he spotted an elevator right behind him.

"Come on, is that the best you can do?" asked Spider-Man, as the Thing just charged him, a dazed expression on his face, but Spider-Man quickly switched web cartridges, before he shot webbing around the legs of the Thing. With a tug, he managed to yank, but the Thing snapped the webbing and charged into the elevator. Quickly, Spider-Man flipped off of the wall.

" _Sorry but this is going to hurt me a lot more than it hurts you," thought Spider-Man as he quickly smashed a button, causing the elevator doors to slide shut. "Well here goes absolutely nothing."_

Spider-Man smashed on the buttons, just as the Thing was beginning to smash through the doors to the outside. His hearing caught the elevator plummeting down several floors of the gym, before it crashed with a suddenly stop. In an instant, Spider-Man pried the doors open and saw the elevator, dented, but over wise mostly in tact. In an instant, several lines of webbing was shot down and Spider-Man began running up the wall. He looked down as the Thing had began to stir inside, but the web head managed to find his way to the top of the building. Quickly, he wretched the elevator slightly to the side and shot multiple lines of webbing, just enough to hold the Thing up. The Thing struggled.

"I wouldn't try and break that if I were you, it's longer than your first drop," remarked Spider-Man but suddenly, he was knocked right off of his feet and nearly from the side of the building.

Groggily, Spider-Man pulled himself up and went face to face with the Invisible Woman, who hovered above him. He jumped up but bounced right off of the force field.

Immediately, he switched web cartridges. The particular chemical compound used to create this webbing was the one that had the most room to fail.

"Let's see if your force field holds up to this!" yelled Spider-Man as he shot a line of webbing right at the force field but it broken only for the barest of seconds.

Before Spider-Man was sent flying off of the side of the building. He immediately shot his webbing around a flagpole and swung down to the ground. He tried to move forward, but another force field appeared around him.

And the size of that force field was beginning to grow smaller around Spider-Man. He threw his body against the force field in an attempt to disrupt it somehow, but the Invisible Woman held it. Her focus was amazing, it was almost like she was detached from reality, and the force field just began to grow even smaller

" _Think, Peter, if you don't find a way out of here, you'll be an awfully lot thinner," thought Spider-Man as he struggled, in an attempt to push out, but he could not. He looked down, as he was levitated in the air now, so there was no way out. "One chance, if I can just aim my web shooter, before I run out of room in here to breathe."_

Spider-Man took careful aim and a line of webbing cracked against the force doom. The reaction was just enough for the hero to pull himself out and tuck his head, before rolling onto the ground. Breathing heavily, he looked up, where the Invisible Woman slowly turned and while she was caught by surprise, Spider-Man took aim.

The line of webbing wrapped around air. It caused a force field that had been created to cackle and Spider-Man found himself crashing down to the ground. Wincing, he pulled himself up, as he stood on the ground, as a force field from above had pushed down on him, rattling him. It was like being on the inside of the pressure cooker and Spider-Man tried to point his web shooter, but groaned, when it had been crushed as well because of the pressure.

" _I swear, I go through more web shooters, than most people go through underpants," thought Spider-Man bitterly._

Immediately, Spider-Man dropped down, to by himself some time and rolled around, even if he was dangerously close to being squashed flat. Lifting up his good web shooter, he took aim and shot webbing right underneath the forcefield, latching onto a manhole cover, before he pulled with all of his strength and the cover spiraled right towards the Invisible Woman. She blocked the manhole cover with ease, but her concentration was disrupted enough, for Spider-Man launch himself right at her.

Just seconds before he would have connected, a barrier was put up and Spider-Man was struck down, before he was trapped within a bubble. He struggled, as he was levitated several feet in the air.

" _Well this day has just gotten worse," thought Spider-Man, as he began to go higher and higher. "I don't know the limits of her powers, but if I go much higher, I'll be the first web slinger sent into orbit."_

Suddenly, as he was hundreds of feet in the air, the bubble suddenly popped and Spider-Man found himself hovering in the air for the briefest second, before he began to plummet downwards at a fast rate.


	41. My Fantastic Enemies Part Two

**Chapter Forty One: My Fantastic Enemies Part Two:**

Spider-Man felt his heart thumping across his chest, as he began to plummet further and further. He took aim with his good web shooter but found that he was much too high up and much too far away to latch onto anything. He continued his descent down, barely any time to think.

" _Well, I guess I'm going to have to hope for a miracle," thought Spider-Man. "A really improbable miracle that has a one and a billion chance of…."_

Spider-Man's thoughts were stopped by a sudden stop. He felt all of the air knocked out of him but it was much too soon for him to splatter all over the pavement. He lifted his head up, as he realized that he was on the top of balloon.

"Hot air balloon, who knew," muttered Spider-Man as he carefully slid down, dropping into the basket. "About time something went right for me."

He gave his head a small shake to clear it and looked down to the city. He managed to see a blur from above, as he carefully directed his ride just a bit. The Invisible Woman was in the process of freeing her teammates one by one, as Spider-Man put a hand to his forehead. The Fantastic Four, while rattled, had reunited and Spider-Man looked at them, as they quickly moved.

" _With any luck, they'll lead me to the source of all of this craziness," thought Spider-Man, as when he lowered down far enough, he shot a line of webbing down. Wrapping around a light post, Spider-Man slid down, before he swung down. "There they go."_

The web slinger swung after them at a discrete distance. Until he had figured this completely out, he could not afford another fight with the Fantastic Four. Considering the last one took a lot out of him, it would not be the best idea right now. He had thought that they were heading to the Baxter Building but they took a detour of sorts.

" _Interesting," thought Spider-Man as he kept a careful amount of distance, but just enough to not to lose track of the Fantastic Four. "Odd, I know about this place. That art studio has been abandoned for three years…since just a little bit after the accident that turned the Four into their super powered selves. Curious."_

Spider-Man clung to the edge of the building and scaled up the wall, carefully managing to push an opened window, just enough where he could slip inside, but not too much, where he could attract attention. He began crawling down, as he saw the Fantastic Four, dropping their ill gotten gains on the floor, along with the huge piles of goodies that had been accumulated. Spider-Man's eyes widened, but he had heard movement from the shadows, as a pair of hands reached out, to examine some of his newly acquired wealth.

"The Fantastic Four, reduced to mere puppets under my control," said the shadowed figure. "Just imagine the glory, not that I'll stick around to learn about any of it. I need you to commit one more heist, my super powered puppets. There is a convoy of armored trucks that is transporting precious gems from town. With an armed police escort, but you should have no trouble. The moment you have lifted all the contraband, my control of you will be released and you will be held accountable for your crimes, with no knowledge that you have ever been in my presence."

"You won't get away with this," murmured Mr. Fantastic but the figure in the shadows just laughed.

"You have no choice, once I exert my control, you will bow before me!" shouted the figure, as he held up a clay duplicate of Mr. Fantastic and arched the spine forcing the member of the Fantastic Four to bow before him. "I have done what many have dared to dream. I have bent the Fantastic Four to my will and they can do my bidding. Yet all good things must come to an end and they will be brought down, because they have no choice."

"Too bad you need to work just a little bit more on your villain monologues, because they quite frankly stink!" shouted Spider-Man as he leapt from the wall, right towards the shadows, and reached forward, catching the mysterious figure unaware. "Okay, the ruthless mastermind who is manipulating the Fantastic Four is….some creepy old man playing with dolls?"

Sure enough, stood there, bald, with sunken looking eye lids and three teeth, all of them which were fixed in a crooked smirk directed towards Spider-Man.

"Bah, they are not dolls, they are sophisticated art sculptures," stated the man in a crazed voice. "Do you know who I am?"

"The poster child for the people that parents warn their children not to accept rides from?" asked Spider-Man, as he held the man up.

"I am the Puppet Master," said the man creepily. "And the power that the Fantastic Four have, I now control!"

A blast of fire had caused Spider-Man's concentration to break, as the Puppet Master had made his way up a set of stairs to a podium. The Fantastic Four circled Spider-Man, with the web slinger just narrowly avoiding being pounded into a fine paste.

" _Okay, this is not working out as planned," thought Spider-Man. "These guys held off invading alien armies by themselves. Hordes of Doom bots, powerful galactic beings who have devoured entire worlds. HOW AM I SUPPOSED TO BEAT THEM?"_

"You can run Spider-Man, but you can't hide," said the Puppet Master with a malevolent and quite twisted grin. "I now control the Fantastic Four. Ironic, isn't it? Considering that it was their fault that I'm this way. You see, my entire life's work was trashed, because of that little experiment by Reed Richards. It very nearly killed me and left me catatonic for two years. Yet, I endured and discovered that I could make sculptures with the clay that had been affected by the accident. I can make the likeness of anyone and control them. Why, I could bring entire countries to their knees with a few sculptures of key figures?"

"Why don't you then?" asked Spider-Man, who was hoping that he could keep the Puppet Master talking, so he could break the spell that the villain had over the Fantastic Four. Right now, he was a bit busy fighting for his life but if he could somehow whether the storm long enough.

"I am a simple man, with simple pleasures, I was content to live my life until it was ruined but I feel properly compensated," said the Puppet Master as he gave a nod towards the piles of ill gotten wealth at his feet. "Foolish child, you can't hope to take down the Fantastic Four, especially when they are under my control. All of this wealth will be mine and I will leave the city, with the Fantastic Four implicated in both the thefts and the murder of Spider-Man. No one will ever connect me. It's the prefect crime!"

"Guys, snap out of it," said Spider-Man urgently, snapping his fingers and waving his hands around while trying to avoid the attacks. He was cutting it closer and closer every time. In fact he did not even know he could cut it that close. "You're the Fantastic Four. Surely, you're powerful enough to resist this guy!"

"They aren't hearing you!" sang the Puppet Master. "That's it my pawns. Obliterate that insect! Squash him like the bug he is!"

Spider-Man spiraled in the air, barely avoiding getting wrapped up by Mr. Fantastic, as he watched the Puppet Master continued to direct traffic. He very nearly was lit up like a Roman candle by the Human Torch, as he looked around, before he shot a line of webbing around a hook on the other end of the wall.

" _One chance, better do this while he's laughing like a crazed madman," thought Spider-Man as he swung over, before he managed to extract one of the clay figures from grip of the Puppet Master. A blast of fire forced Spider-Man to bail before he could get any more._

"All right, Puppet Master, now time to fight fire with fire," said Spider-Man as he held up the sculpture of the Thing as he lifted it up but nothing had happened. Rather the Thing had just stood in the middle of the room, immobile and Spider-Man had to avoid the attacks of the rest of the Fantastic Four. "Okay…how do you turn this blasted thing on?"

"Fool, they won't work unless I'm using them, since we share a similar point of origin," said the Puppet Master gleefully. "You'd be better off trying to destroy it but I doubt that would happen, considering it will take an immense amount of pressure to break the clay once it has solidified."

"Will this do?" asked Spider-Man as he struggled and after a few seconds, had crushed the clay sculpture of the Thing in his hand.

"NO!" shouted the Puppet Master. "There should have been no way…"

"What just happened?" grumbled the Thing as he shook his head. The last thing he remembered, they were just getting back from a mission in space and now he ended up here.

"This guy put you under some kind of spell and controlled you with these sculptures, long story, but we have to get them away from him to break the spell," said Spider-Man, just as the remaining three members of the Fantastic Four still under the Puppet Master's control.

"Gotcha, web head," said the Thing, as he rushed forward and attempted to clobber the Puppet Master, but an invisible force field appeared on him. "Ah, Susie's force fields, I can't even break them! Spidey, give me a hand."

"I'd love to, but I'm a little tied up," said Spider-Man, as the limbs of Mr. Fantastic wrapped around him, as the Human Torch stood, glowing, about ready to torch Spider-Man, but the Thing turned his attention.

"This is going to hurt me a lot more than it hurts you, matchstick and believe me, it's going to hurt a lot!" cried the Thing, as he had punched the Human Torch backwards and caused him to land on the ground. The Puppet Master turned to force his minion up, but Spider-Man managed to pull the sculpture of Mr. Fantastic away from the Puppet Master was distracted. It was a split second, but that was all the reflexes of Spider-Man needed.

"CATCH!" shouted Spider-Man as his line of webbing snapped and caused the sculpture to fly into the hands of the Thing. "Crush it, it will break the spell, hurry, I'm about ready to suffocate."

The Thing crushed the sculpture in his hands, with a bit more ease than Spider-Man and it crumbled to dust. Mr. Fantastic shook his hand, finding himself wrapped around Spider-Man immediately, he released Spider-Man.

"He had us under his control Stretch," explained the Thing. "The web head here freed me and I freed you."

"But Sue and Johnny are still under his command," said Mr. Fantastic as he calculated it in his mind. "All three of us have to get him at once, perhaps we can grab the other two sculptures."

"Less talking, more doing!" shouted Spider-Man as he avoided a flame beam and they jumped around. Mr. Fantastic and the Thing took one side and Spider-Man arched to the other side. The Puppet Master raised the Invisible Woman sculpture and caused the two members of the Fantastic Four to smack against a force field. Spider-Man reached forward, to grab the sculpture of the Human Torch, but he found himself smashed against a second force field.

"As if I was going to give up this easily," said the Puppet Master, but the arm of Mr. Fantastic stretched behind him and pulled the Human Torch sculpture out of his hand.

"I think I'll be taking that, you know it really isn't wise to play with fire," said Mr. Fantastic.

"Man, lay off the puns, Stretch," said the Thing, as the sculpture was thrown to Spider-Man who managed to crush it easily releasing the Human Torch

"Who…what…when…why…how?" mumbled the Human Torch.

"We'll explain later, right now Sue's still underneath that madman's control, it is imperative that we destroy that statue and break the spell," said Mr. Fantastic but the Invisible Woman stepped in front of the Puppet Master before a force dome had appeared around him and the two figures had gone completely invisible.

"And I have the most powerful of you meddlesome heroes still under my control," said the Puppet Master with a sadistic grin. "You three are nothing, the Invisible Woman will help me get out of the city and there will be nothing you can do about it. You won't be able to see me."

"Yeah, well you won't be able to get out if the exits are blocked!" shouted the Human Torch as he shot fireballs from his hands, blocking the doors and the windows with flames.

"Do you think this minor inconvenience will stop the power that I now control?" asked the Puppet Master with contempt.

"He's got a point, that won't stop him for long, not with the force field," said Mr. Fantastic, as Spider-Man ripped open the web cartridge before he began to wrap the webbing around him, covering from head to toe.

"And what's the web head doing?" asked the Thing and the Human Torch and Mr. Fantastic were equally confused.

"Throw me right into the force field!" said Spider-Man suddenly.

"What?" asked Mr. Fantastic.

"You heard me, do it quickly, while we still have some time!" shouted Spider-Man urgently and the Thing just shrugged, before he picked Spider-Man off the ground.

"Whatever ya, say," said the Thing, as he launched Spider-Man right into the force doom. The specially made webbing had managed to cause slight disturbances through the force field, long enough for Spider-Man to get his hands on the Puppet Master and rip the remaining clay statue from his hands.

"Johnny, think fast!" shouted Spider-Man as he launched the Invisible Woman statue and the Human Torch raised his hand, before he blasted it with a fireball. The statue melted, before the remnants of the clay splattered down to the ground, as the webbing around Spider-Man had dissolved, the process accelerated having gone though the force field, as the Invisible Woman groggily came too, collapsing from the over exertion of using her powers without break. "The game's over, Puppet Master!"

"You think that I have not prepared for your defeat," said the Puppet Master with a twisted toothless grin, as he reached into a bag behind him. "Behold!"

The Puppet Master held up an exact replica of Spider-Man and suddenly, the hero's spider sense went into overdrive!

A voice told him to attack the Fantastic Four but he managed to fight it, somehow. His spider sense had somehow blocked the mind control of the Puppet Master.

"What are you waiting for?" asked the Puppet Master, as he grabbed the arms and tried to force the web head to attack the Four. "Attack him, I am your master, obey me, Spider-Man!"

Spider-Man tried to focus long enough as it felt like a dozen alarm bells were going off in his head, as the Puppet Master seemed frustrated that his plan could not work and the Human Torch had grabbed him from behind.

"You know, aren't you a bit too old to play with dolls?" asked the Human Torch, as Mr. Fantastic reached forward and snatched the Spider-Man doll from the grip of the Puppet Master, before it was promptly destroyed. The Puppet Master managed to break free from the grip of the Torch and ran before, but Spider-Man leapt behind him and an uppercut punch leveled the Puppet Master, knocking him to the ground. The Thing and the Human Torch pulled his limp body off the ground, as he whimpered.

"Well, I don't think that you're going to have to worry about that guy controlling you," said Spider-Man, as the Puppet Master was dragged off.

"What I don't understand is why weren't you affected?" asked the Invisible Woman.

"Not affected, my head felt like it was splitting open," said Spider-Man as he rubbed his temples. He still felt the aftershock of his spider sense going off at an insane rate, as he heard a faint echo of a voice, attempting to direct him to do the Puppet Master's bidding.

"No, I mean, there was no warning, he put us under his power and that was it," said the Invisible Woman.

"Maybe it affected you guys because the clay was affected by the same blast that caused your powers," responded Spider-Man with a shrug.

"Maybe," said Mr. Fantastic as he picked up a chunk of clay, examining it. "I'll have to run some tests, but you may be right."

"Right now we have some explaining to do," said the Thing as he looked at the contraband that they had stolen. "Can't believe he put us under like that, like puppets."

"Well, he is the Puppet Master," said the Human Torch, as the Fantastic Four prepared to make the necessary arrangements to smooth this matter.

"Ensure that he has not one bit of clay, otherwise he could control a guard in the prison to let him out," said Captain Stacy, as they searched the Puppet Master but he was clean and he was put back into a cop car. "You can come out now, Spider-Man."

Spider-Man exited the shadows.

"Everything should be smoothed out, the Fantastic Four will testify at the Puppet Master's trial, and this entire mess should be cleared up, Reed Richards is cooperating with some of our experts in taking a look at the clay," explained Captain Stacy. "I suppose this is a relief that the Fantastic Four are still on the right side of the law."

"Yes, it is, Captain," responded Spider-Man.

"As much as I hate to admit this, they would have been beyond our capacity to take down," muttered Captain Stacy. "I shudder to think what might happen if they had been committing those crimes under their own power. Could you have stopped them, Spider-Man?"

"I don't think either of us want to know the answer to that question, Captain," said Spider-Man with a slight shudder. He just barely managed to hold his own against the Fantastic Four. Had things been a little different, he would not be here having this conversation.

Peter stood as he paused as cold shivers ran down his spine as he passed Empire State University as he walked around. Remembering the date, Peter knew that it was for good reason. He was lost in his thoughts as Gwen stood there right beside him.

"One year, Gwen" said Peter before she could even ask the question.

"It doesn't seem like it," said Gwen.

"Oh, but it is," said Peter. "It seems like only yesterday."

" _One year," thought Peter. "One year ago this day, I was a normal teenager and now….I guess you could call me a hero. Or maybe I'm just some punk kid with superpowers who keeps getting in everyone's way. Regardless I'm different."_

"Wish it would have happened differently," said Gwen breaking the silence, as she recalled making the suggestion to go to that exhibition with the genetically altered spider that caused this. She felt responsible in a way for everything that Peter had to go through. "Don't you?"

"I really don't want to answer that question," said Peter. "What's done is done, Gwen. Besides, if it wasn't me, it might have been someone else."

" _And that someone else could have died with the same bite," thought Peter. "One year."_

"Hey, how about we go to someplace that's a bit more cheerful Gwen?" asked Peter. "How about we head to the movies?"

"Sure, Peter, my treat," said Gwen with a slight smile and Peter opened his mouth to argue, but Gwen promptly kissed him to shut him up and the two walked off hand in hand, with a lone spider on the outside of the ESU building the only one seeing them depart.


	42. Sand Storm Part One

**Chapter 42: A Sand Storm Part I:**

"Alright, let's get the loot and get out of here," said a man in a blue suit with a helmet with goggles, to his gang, dressed similar to a NASCAR pit crew. "We'll be halfway across town before the cops even have their coffee and donuts."

"Yeah I mean who could stop us now?" asked one of the gang members cockily.

"I guess that's my cue," said Spider-Man as he swung into the entrance, wiping out two of the gang members.

"So, the infamous Spider-Man, finally I've hit the big time," said the leader of the gang as he motioned for his gang members to go forward to face off against Spider-Man.

"Yeah, I'm sure you're all tingling with excitement," said Spider-Man as he lazily fought the gang members off one by one. "I'd give you my autograph to keep you company when you're in prison, but exactly who should I be making this out to?"

"The name's Big Wheel, know it well Spider-Man, because I'll soon be the villain that knocked off Spider-Man," said the villain, the man known as the Big Wheel which caused Spider-Man to chortle in amusement.

"Really, the Big Wheel, I've fought Doctor Doom, The Green Goblin, and Doctor Octopus and I've got to go against someone who calls himself Big Wheel," said Spider-Man. "What are you going to do, run me over with your tricycle?"

"You won't mock me Spider-Man," said the Big Wheel, but as his henchmen had began to surround Spider-Man. "Getting a bit overwhelmed, web head? If you think my name is so stupid, what's that going to make you look like when you get humiliated by my gang?"

" _Guy makes a good point, got to wrap up these guys quick," thought Spider-Man as he continued the fight. "I don't even know how this guy even got this many mooks to work for him. Must have good dental, yeah that seems right, because Mysterio would laugh at his get up. That really says it all."_

The thoughts of the web slinger were interrupted, when a burly member of the Big Wheel's gang grabbed him from behind. Spider-Man kicked off and knocked him backwards, before he grabbed the arm of his adversary and managed to twist it, before throwing him to the ground. Unfortunately, he was unable to fight off the odds for long, as he was out numbered pretty much fifteen or so to one.

Suddenly, one of the members of the gang was viciously yanked through the ground. He popped back up, flying backwards with a thud. The other gang members were confused and that allowed Spider-Man to drop one of them, before he ducked the charge of another, as Shadowcat phased out from the ground.

Spider-Man webbed another gang member up, as he moved around the attacks.

"Figured you could've used a hand here," said Shadowcat as she dodged the attacks.

"I had it handled just fine," said Spider-Man, as he avoided another attack. Two of the gang members tried to attack Shadowcat but when she became intangible, causing them to run together and knock each other out.

"Right, of course you did, Spidey," said Shadowcat with a roll of her eyes, as she watched Spider-Man move around the attacks of one of the larger members of the gang. "Was that before or after you nearly got your head caved him?"

"Hey, my spider sense would have alerted me in time," said Spider-Man as he calmly webbed up one of the members of the gang and then leapt over Shadowcat, before he took out another member of the gang that was behind her with a heavy pipe, ready to do her harm. "Watch your back!"

"I thought that's what you were here for," said Shadowcat, as she disappeared through the floor, before she grabbed the feet of one of the members of the gang and phased his feet into the floor. She popped back up, as the gang member struggled to free himself and Spider-Man swung over, before taking the gang member out. He was out on his feet, stuck to the floor and Shadowcat pulled him out.

"Mind your surroundings," said Spider-Man in an irritated voice. "You can't always rely on your powers and just become intangible to keep you from getting yourself out of trouble."

"So says, Mr. "I rely on my spider sense to warn me of danger"," said Shadowcat, as she flipped one of the henchmen to the ground. "Man there sure is a lot of guys working for this tool."

"Good dental, I suppose," said Spider-Man as he continued to fight.

"Makes sense to me," said Shadowcat as she phased though another guy, causing him to trip over his feet and fall flat on his face. "So I didn't quite catch who this guy's name was?"

"Big Wheel," said Spider-Man.

"And we spent all day that one day making fun of Shocker," said Shadowcat barely suppressing a grin as she watched Spider-Man get grabbed from behind by one of the larger members of the gang. "Need a hand."

"No, got it," said Spider-Man as he kicked off the wall, sending the gang member crashing right into two other members. "Yeah, three in one go. I believe I took out the most gang members."

"I so took out more than you did," argued Shadowcat.

"So did not," retorted Spider-Man.

"So did too," said Shadowcat as she stuck out her tongue.

"Oh that's real mature, well we'll figure this out later, because the Big Wheel is getting away," said Spider-Man as he watched as Big Wheel made his way from the building. He raised his arm, but only a few bits of webbing sputtered out.

"You're out of webbing again," said Shadowcat in an exasperated voice, as she raised her hand up and smacked her palm right into her face. "I can almost hear Spider-Man fan blogs firing up to complain about the fact you keep running out of webbing."

"Wait a minute, Spider-Man fan blogs?" asked Spider-Man unable to comprehend such of a thing. "As in plural."

"Hey, you're popular, don't think that everyone is like Jameson and rip you apart for every little thing you do, but they do think that you should be more careful about running out of webbing at crucial times," said Shadowcat.

"And you wouldn't be part of any of these blogs, would you?" asked Spider-Man.

"Look, let's just catch the Big Wheel," said Shadowcat quickly changing the subject, as she turned to the side, hiding her blush, as Spider-Man reloaded his web shooters, as the two teenagers moved their way from the bank.

"He couldn't have gotten that far," said Spider-Man as he looked up and he saw the Big Wheel walk towards what could only be described as a gigantic wheel. "Oh, how could I have missed that thing?"

"Very easily, I didn't see it either," said Shadowcat. "Maybe he called it by remote control."

"Could be," agreed Spider-Man as he moved over but the wheel was already rolling across the city. The web slinger chased after the wheel as it continued its movement throughout the city, rolling over a car, with the passenger just managing to get out before he was completely crushed.

"That hangs it, I'm moving to Montana!" shouted the man, throwing his hands in the air, as Spider-Man held his arms up but suddenly, several laser cannons retracted from the wheel and began to blast at Spider-Man. Shadowcat gave a yelp, before she quickly grabbed Spider-Man by the arm and they both became intangible.

"That thing has weapons!" shouted Shadowcat.

"Of course it does," dead panned Spider-Man.

" _You know a guy in a wheel is less lame when you're about ready to get blasted into bits by lasers," thought Spider-Man, as the Big Wheel continued to roll, blasting lasers behind them._

"What now?" asked Shadowcat as she watched the Big Wheel's big wheel move over, nearly running over a group of children. "We've got to stop that thing before someone gets hurt."

"Well, yeah," said Spider-Man as he tried to move it over into his head, and the gigantic wheel rolled up the side of the building and continued to gain height.

" _Swing around by fifth, take a right, yeah I think I cut him off before he gets away easily," thought Spider-Man mentally._

"I'll be right back," said Spider-Man.

"What if you need any help?" asked Shadowcat. "I mean if those lasers start firing at us, my powers would help us a lot.

"I suppose so," said Spider-Man in a resigned voice as he held his arm out. "Hang on tight."

"Really?" asked Shadowcat gleefully.

"Yes, really but please don't make me regret this and keep your wits about you," said Spider-Man. "The last thing we need is for you to get excited and phase in mid air. Especially phasing without your clothes."

"That was one time in the Danger Room, it was my first training session!" yelled Shadowcat in a mortified tone before Spider-Man looked at her sternly. "Okay, maybe a few times but I haven't done that in a few months."

"Just hang on and a word of advice, don't look down," said Spider-Man as he shot a line of webbing out, as Shadowcat held onto him, as the two swung around the city, as Spider-Man caught site of the Big Wheel. He was in the distance, but if they had swung around, they could cut him off before he reached the edge of the city. "Okay?"

"Fine, it takes some getting used to and it's dizzying at first, but it's a bit fun. You should really rent yourself out as a theme park ride."

"Really?"

"Yeah, I can just imagine all of the girls lining up, looking to ride Spider-Man."

There was a long awkward pause.

"You know, that didn't sound as remotely as dirty in my head as it did coming out of my mouth."

"That better be the only thing coming out of your mouth, young lady. Besides Gwen would kill me."

"No, Gwen would kill everyone else. Granted, she's probably jumped to the front of the line."

"I really think that's on a need to know basis. As in, you don't need to know."

"It's always the quiet ones, isn't it, Peter? Of course, that could apply to either of you, come to think of it."

"Kitty, I think what goes on behind close doors should stay behind closed doors. After all, who knows what group activities go on in the X Mansion?"

"Well, whatever probable scenario you might be thinking of has to involve Wolverine."

"Well there goes my ability to reproduce. Not to mention my appetite."

"Relax, Peter, there's nothing going on, I was just joking."

"Right moving swiftly along, exactly how are things going at the Institute?"

"Well there are a couple of new arrivals. They're settling in nicely. Like Ororo or Storm as her codename is, she came in from Africa and after some culture shock, she's adjusting quite nicely."

"Right, the one that controls the weather."

"Well the name is kind of a dead giveaway. I mean, duh, Storm."

"At least I know who to blame next time I get eight feet of snow dumped on my front porch."

"Right and the other one is Kurt or Nightcrawler as he's called, he's…."

"Hold that thought, Kitty, because I've just caught site of the Big Wheel. It shouldn't be too hard to trap him right now," interrupted Spider-Man suddenly, which caused Shadowcat to move with a start and sure enough, the Big Wheel was coming.

"No sweat, Spidey, I can handle this one," said Shadowcat as she phased right through Spider-Man's grip, startling him and it only took a few seconds to realize what she was going to do.

"No, wait, don't phase…" started Spider-Man, who had planned on jamming the propulsion systems with his webbing and stopping it that way, but Shadowcat was already right towards the Big Wheel. The Big Wheel stopped, eyes widened and he aimed his lasers towards the girl but they passed right through her.

A loud crackle, as Shadowcat phased through the Big Wheel's big wheel and it began humming. Spider-Man shot a line of webbing, wrapping it around the feet of the Big Wheel and pulling him out. As Shadowcat withdrew, the Big Wheel's big wheel had blown to pieces.

Spider-Man dove over, as he webbed around a large chunk of the big wheel, before it had fallen over the ledge of the building to crush some civilians. With a deep breath, he pulled back, as thankfully no one was hurt. The Big Wheel was completely webbed up, left for the police.

"I can't believe that," said Spider-Man in an exasperated voice.

"I know, I disabled his little toy pretty good, didn't I?" asked Shadowcat with a smile but suddenly, she stepped back, a bit worried, when she saw how annoyed Spider-Man was. "Wait, what's gotten into you?"

"I'll tell you what's gotten into me," said Spider-Man as he threw his hands. "I was giving you a direct order about what to do and you…."

"Excuse me, direct order?" asked Shadowcat defensively. "You're not the boss of me!"

"I told you not to phase though, because I knew what would happen, you were going to blow that thing into several directions," said Spider-Man in frustration. "A piece of that thing almost fell on some civilians."

"It didn't," said Shadowcat, biting her lip, feeling a little bad that she could have endangered innocent lives but regardless, she did not, so there was really no need for Spider-Man to yell at her."

"Only because my webbing caught onto it before it fell over the ledge," said Spider-Man as he threw up his hands. "Look, if you want to tag along with me, you've got to start listening to me. Of course, I don't really want a sidekick…."

"EXCUSE ME, SIDEKICK, TAG ALONG!" shouted Shadowcat.

" _Yeah those were the wrong words to say, Pete," thought Spider-Man. "Still she should…oh boy, I think I hit a nerve."_

"You just think of me like I'm some inferior little kid!" yelled Shadowcat angrily, as she turned to Spider-Man. "Even though, I'm only two years younger than you! I can't believe this, I worked hard because I wanted to be as good as you, be a hero like you, save people and help someone that I thought was my friend! Fine, you want to be this way, fine!"

"Now, I didn't really mean that, it's just that…" started Spider-Man but he was cut off again before he could explain.

"You just want to do everything on your own, in the X-Men, we might have our problems, but we're a team," said Shadowcat as she looked torn between anger and tears. "I can't believe that someone that I admire and looked up to ends up like this. Just forget it, if you don't want to be burdened with me tagging along, I won't stop you. In fact, I don't think I'm just going to ever speak to you again!"

"Kitty, wait, I…" stated Spider-Man.

"Just leave me alone!" shouted Shadowcat as she phased right through the roof of the building

" _I was just….I didn't want to see anyone get hurt," thought Spider-Man desperately. "Why is it that I always come across as the bad guy in these situations? I just don't get it."_

Spider-Man made sure the Big Wheel was secured before he checked the time. With only a few minutes to get to class, he had to hurry.

" _And I was doing so well this semester," thought Spider-Man. "Guess I'm going to be late today."_

Spider-Man swung off, unfocused, and trying to think of ways to reason with a temperamental and impulsive teenager girl.

Needless to say, he was more up for round two with the Sinister Six at the moment.

"And now the winner will get this solid gold statue worth one billion dollars!" shouted an announcers to a group of excited spectators on the beach. "Now watch as our contestants navigate through this tricky obstacle course."

"This just in, there has been a last minute entrant," said a voice, as the sand began to shift and form into the Sandman, as he rose up from the beach, before he turned around.

"The Sandman!" gasped one of the guards. "He's after the trophy, stop him!"

The guards rushed forward, but ropes made out of pure sand shot out from the ground of the beach tying them up and disarming them.

"You fools can't stop an entire beach," said the Sandman. "The more sand around me, the more my powers grow! Nothing can stop me here, not even Spider-Man!"

The Sandman turned at the group of spectators, who were shell shocked and completely unable to move. His arm contorted into a large hammer before he swung it and smashed the trophy right into dust.

"Your billion dollar trophy, just a cheap promotional gimmick, barely worth a few pennies," said the Sandman with contempt. "I have a much bigger prize in mind, the performance bonds that the contestants of this contest put up so they couldn't back out of competing."

"But that's for charity, that would be wrong to steal it, it's going to a worthy cause!" shouted the announcer.

"Indeed it is, the first national bank of Sandman," said Sandman with a greedy glint in his eye. "And don't deny that the promoters of this event would not have just pocketed a good chunk of that anyway."

The Sandman vanished and the people screamed, as the large metal box that contained the cash that was given as performance bonds was sucked right into the sand. The guards were released from their bonds.

Everyone moved forward, to dig through the sand, but there was no evidence than anything sentient had ever been a part of it. Both the Sandman and the money were long gone with no clue as to where it might have gone.

"I had thought the Sandman as locked up in Ravencroft, Jonah," said Robbie at the Daily Bugle.

"Robbie, that place is like a motel, people are checking in and out all of the time," said Jameson as he looked at the notes in front of him. "They said that he broke out and left a shell of himself behind. By the time anyone found him, he was long gone. I swear, if this is where our tax dollars are going…."

Jameson just calmed himself. His doctor had told him that he had to cut down on the long winded rants, as it had raised his blood pressure through the roof. It was quite the shock to J. Jonah Jameson to learn that he had high blood pressure.

"Robbie, get me Parker, this is right up his freak show alley," said Jameson.

"Jonah, Peter's in school right now, I don't think we can get him away for something this trivial," said Robbie.

"Right school, Parker, that punk's not graduated yet," said Jameson under his breath. "Fine get me Brock!"

Robbie just did as he was told and Eddie Brock walked in, looking all smug.

"You wanted to see me JJ," said Brock.

"No, Brock, I never want to see your face, but considering the fact that I need a photographer and you're the only one who resembles one around here, you're going to have to do," said Jameson. "The Sandman has broken out of Ravencroft and likely that web head's going to get involved, as he always does. There will be mass chaos, putting the citizens in peril. I need pictures of it, yesterday!"

"Right, gotcha, boss," said Brock.

"Oh and Brock, just remember, that if you don't get the pictures this time, you're be looking for a new job," said Jameson. "And this time I mean it. The Bugle has to make some cutbacks and your head's on the chopping block. I'm giving one chance to impress me. If you don't come up with something big, don't let the door hit you on the backside on the way out."

"I won't let you down, JJ," said Brock.

"For your sake, you better not!" yelled Jameson before he took a deep breath. "Now go, move it, I'm not telling you again. I want those pictures by tomorrow morning so the Bugle can run them first thing and blow everyone out of the water."

"Peter, you were a bit insensitive," said Gwen with a sigh, as Peter had explained the situation with Kitty to Gwen.

"How, am I insensitive when she could have put lives in peril with her irrational actions?" asked Peter.

"Well, you could have handled this a bit better and considering you pretty much yelled at her, that didn't really help matters," said Gwen delicately. "Calling her a sidekick, well that was completely and utterly stupid. That just proves to her that you don't think that she's equal."

"Well, I'm more experienced than her," said Peter and Gwen just sighed.

"Five months, six months, whatever, not really that much longer," said Gwen. "It would be just like I'm saying that you're too young to understand something, despite the fact that I'm only two months older than you."

"That's completely different," said Peter and Gwen just bit her lip, before she just gave a small shake of her head. "So, you're saying that I was wrong for caring about what happened. Not to mention the fact that she could have gotten flash fried in that thing if she had just lost focus for a second."

"Did you mention anything to her about that?" asked Gwen.

"No, it kind of slipped my mind," said Peter sheepishly.

"Well I'm sure if you had explained that to her, she might not have blown up at you so much," said Gwen. "And I think I know the reason why she took it so hard."

"Enlighten me because I haven't the slightest idea," prompted Peter.

"Well imagine if you ever got the opportunity to team up with Captain America," said Gwen and Peter just looked up, failing to see where this went. "Someone who you looked up to, who you idolized but you made a mistake. How would you feel if you were yelled at and demeaned?"

"It wouldn't be too nice," said Peter. "Still, it's an absurd comparison, comparing me to Captain America in anyway…."

"Absurd or not its quite valid to her, Kitty does look up to you, both as Spider-Man and as Peter Parker," said Gwen. "To her, you're a symbol of hope, but you just crushed that symbol by going off on her and she reacted badly. It was like she got slapped right in the face."

"Never really thought of it that way," said Peter. "Guess I really messed up. I better apologize to her…."

"Better give her time to cool off, Pete," said Gwen as she grabbed Peter's hand to stop him. "She's not going to believe it right now. I saw her earlier. She's in quite the mood."

Gwen paused, as the bell rang. They had snuck off from lunch to have this talk and now since it was over, there would be people in the hallway.

"Just think it over, Peter," said Gwen as she leaned forward to kiss him goodbye before they parted to their respective classes, but a familiar voice interrupted them.

"Hey everyone did you hear about what happened, that Sandman guy just busted out of the nuthouse," said Flash Thompson as he walked around and everyone gasped. "Yeah, don't worry, I bet that Spider-Man will take care of him at any time."

"The Sandman broke out," muttered Gwen. "I thought he was locked up in Ravencroft."

"C'mon Gwen, you know that people check in and out of that place more often than a motel," said Peter, but the gears were grinding in his head.

"So, heard the good news I take it?" asked Harry as he walked up with Liz.

"It's awful, the Sandman, they're saying that he's stolen an entire beach and he's holding it for random," said Liz.

"Don't be ridiculous Liz," said Flash as he had invited himself to join in on the conversation. "There was some charity benefit thing and the Sandman sucked the money right through a hole thingy in the beach."

"A hole thingy?" asked Peter with a raised eyebrow.

"Hey, Parker, not all of us our brainiacs like you are," said Flash defensively. "He took all that money, I mean it was for charity, how much of a jerk can you be to do something like that?"

"So he sucked money into a hole in the beach," said Harry in a skeptical voice, as if he was trying to work out exactly how this was done in his head.

"I'm sure Parker or Stacy might be able to explain it to you in smaller words, Osborn," said Flash. "Don't worry your pretty little rich head, I'm sure Spidey's going to smoke that guy before the Sandman drags your little mansion into the ground with everyone inside."

Flash walked off but Peter was in deep thought and paid his departure or anything he might have said little mind.

" _The last thing I need is for the Sandman's powers to have evolved even more," thought Peter as he shook his head. "Oh well, can't really worry about that. I doubt I could think of a way to get from school, they are watching me after I was late today. Got to hope that Sandman slips up and I catch up with him. Of course catching up with him is the easy part. Yeah, got to beat him. The weather's cleared up, so I can't freeze him this time and he's not about to go into any construction sites, so what to do?_

A three year old girl was in her room happily playing with her dolls when suddenly the wall in her room began to shift around and sand began to leak from the wall. She watched, eyes widened, absolutely transfixed, as the sand rose up, before it swirled around, to reveal the form of the Sandman.

"Shh," said the Sandman, putting a finger to his lips but the girl just began screaming bloody murder. Quickly, the Sandman's arm stretched out, with a hand made of sand gently placed over the girl's mouth. "Now, we'll have none of that. Don't worry, no one needs to hurt. Uncle Sandman is just here to take your Mommy's precious collection of jewels, don't worry about a thing, I'm not going to hurt you or anyone else. I'm just a thief, not a killer. Got to make a living somehow. Got to put bread on the table. Well technically I can't eat bread in my condition, but you get what I'm saying. Now just sit here, play with your little dollies and Uncle Sandman will be out of here before you know it. That's a good girl."

The moment the hand was removed, the girl began screaming again.

"MOMMY, MOMMY!" screamed the little girl at the top of her lungs and there were footsteps heard, as the Sandman just sighed. He would have to be in his physical form to be able to make a getaway with the jewels and the girl had complicated things.

"What's the…" started the girl's mother before she opened the door. "You're that low life who stole from the charity benefit!"

"Hey, I'm just a guy trying to make a living, we can't all live the posh lifestyle, you know," said Sandman, as he quickly dissolved, before he slid underneath the door and his hand rose up, slamming it shut. A chunk of sand was shot out, before solidifying around the door knob, keeping it in place.

" _Should hold it, move quickly, that broad might have tripped an alarm and I have to escape to the girl's sandbox before I can make a clean getaway," thought Sandman as he moved quickly._

His hands stretched forward, running across every portrait on the wall of the place one by one. Given how long the hallway was, that was quite the task, even with someone of the Sandman's powers but he was determined to get the jewels.

" _A little girl screaming, that's never good, Sandman or not, better check it out," thought Spider-Man as he swung into action. "Nice place, perfect for some lowlife to get a free hand out. I don't need my spider sense to tell me that the Sandman's around here somewhere. I just hope I'm not too late."_

Spider-Man swung around, before he made his way towards the nearest window and opened it immediately, to see a terrified three year old girl sitting on her bed, in a state of shock and her mother frantically trying to open the door to no avail.

"What happened here?" asked Spider-Man.

"Spider-Man!" shouted the mother in absolute surprise, taking a moment to get herself. "That Sandman nutcase has just broken into my house, you've got to stop him, he's going to rob me blind, I can't get the door open to call the police."

"Let me," said Spider-Man as he firmly grabbed onto the door handle, before he planted his feet on the door and gave a mighty shove, which managed to force the door open. As he made his way outside, Spider-Man was greeted by an empty hallway.

" _All that effort, for nothing," thought Spider-Man but at that moment, his spider sense flared up and he just narrowly dodged a large sand hammer that swung from out of nowhere._

"Okay, Marko, enough with the cloak and dagger stuff, come out and face me!" called Spider-Man.

"You stupid bug, Flint Marko was a two bit thug, the Sandman is a master thief," said the Sandman as he burst from the wall, but Spider-Man dodged the attack, before he sent webbing at Sandman, in an attempt to slow him down, but it would not stop him not even for the second, as Sandman shifted around, in an attempt to find a working form to take down his enemy.

"Yeah, master thief, considering you revealed yourself to a three year old girl, who's screams told me you were here," said Spider-Man as he scaled up the wall, to avoid another attack by the Sandman.

"Hey, it's not a picnic traveling in the walls to get here," said Sandman as both of arms shifted into large gongs, that he tried to smash Spider-Man in between, but the web head pulled himself up. "Never mind, I have been meaning to get a bit of payback on you after you embarrassed me the last time."

Sandman shifted his arm into a mace made of sand and swung it around, trying to smash Sandman but the ducking and the dodging of Spider-Man had caused Sandman to smash several antique vases right to pieces! Two ropes made of sand shot out but the web slinger avoided them.

"You're not the only one who can tie people up," said Sandman. "And unlike you, my sand webbing's organic, so I don't have to worry about those stupid web shooters running out any time soon, unlike you."

Spider-Man swung a vicious punch and it smashed Sandman right in the face, causing him to splatter against the wall, before he reformed.

" _Get him outside, get him away from innocent people, Spidey," thought the web head as another punch was swung but Sandman burst into globs of sand, but he had reformed immediately. "Yeah, I kind of figured that was not going to be as easy as I expected. Just think…."_

A large sand hammer had swung right at Spider-Man but he dodged the attack. He tried to open his mouth for a well placed quip but Sandman's arm extended outwards and nearly punched him right in the mouth. Spider-Man dodged the attack, bouncing back up, as the sand had smashed into the wall. Sandman withdrew his hand the other way, as it turned into a sand axe, but narrowly, Spider-Man ducked it trying to cut into the back of his head.

"Hey, watch it with that thing Sandman," said Spider-Man as he dodged another well placed attack by Sandman.

"What's the matter, Spidey? Afraid you'd lose your head in the head of battle?" taunted Sandman. "Don't know if it will work to be honest with you, but it'd be fun trying."

"Please, Sandman, you're anything but honest," responded Spider-Man, as Sandman raised his arms up, as they smashed right into Spider-Man, knocking him down. He opened his web shooter, as he switched web cartridges.

" _Stickier webbing, worth a shot, maybe it'll slow this guy down," thought Spider-Man. "Not going to stop him, but easier to think when I'm not fighting for my life."_

Spider-Man took aim and a line of webbing shot right around Sandman but the criminal once again avoided the attack. The sound of sirens from outside had caused Sandman to freeze for a second.

"The police, figures they'd stick their nose into it," said Sandman. "Catch you later, web head, but I've got to ditch this and take it as a bad job."

"No, I don't think so!" shouted Spider-Man as he shot two lines of webbing, wrapping around the Sandman, holding the villain in place. For the briefest second possible, he thought Sandman was in place, until a large sand hammer swung at him from behind him, rising from the floor, spider sense just narrowly warning him. With a loud crack to the back of the head, Spider-Man was done, as Sandman managed to free himself and escape through the crack of the wall.

" _Not that easily Sandman," thought Spider-Man but the police had arrived._

"There arrest that monster for what he did!" shouted the woman as she pointed at Spider-Man with an angry expression on her face. "The Bugle's right, he should be locked up and condemned."

"Hey, wait just a minute lady, I just saved Sandman from using your house as his own personal cookie jar," argued Spider-Man.

"You also let him shatter a priceless, irreplaceable, antique vase!" yelled the woman who was beyond hysterics. "That thing cost more money than you're ever see in your life."

"Now, look, Ma'am, accidents do happen," said Captain Stacy as he walked up. "I'm certain that Spider-Man never meant you any harm and the vase was not purposely destroyed."

"I don't care, I want him put behind bars!" shouted the woman angrily as she looked at the vase. "These super powered nutcases wouldn't be around if it was not for him."

"Captain, we found this young man lurking around downstairs," said one of the officers, who lead in Eddie Brock, who gave a sheepish grin.

"Hey, Captain, Eddie Brock, award winning, star photographer of the Daily Bugle," said Brock with a smile but Captain Stacy was not impressed. "Surely you've heard of me."

"Mr. Brock, this is a police investigation, the press aren't welcome here, as there could be criminals on the loose," said Captain Stacy sternly as he turned to Spider-Man. "Spider-Man, if you will join this young man outside the house, so we can get on with the investigation."

"What about the vase?" asked Spider-Man.

"We'll sort it out," said Captain Stacy and Brock just protested, but Spider-Man grabbed him and pulled him outside.

"Come on Brock," said Spider-Man. "Trust me, there's nothing to see here, the excitement's already passed, what are you doing here anyway?"

"Well I'm a photographer and Jameson told me that I needed to get pictures of Sandman and I saw you swinging by," said Brock. "Too bad I didn't manage to find a way inside sooner, huh? I would have got some great photos and Jameson would be so pleased that I'd be living the high life. Plus, maybe I can get him to can that loser Parker. Between you and me, the kid's a dweeb and he makes you look ten pounds overweight in your pictures anyway. I could do a much better job."

"Seems to me you can barely get any pictures of me at all," said Spider-Man through gritted teeth.

"That's not true! I got you in those photos with the Black Cat," said Brock. "Those was some good work, remember those?

"Vividly," said Spider-Man dryly.

"Anyway, got to run Spider-Man, Sandman's got to be around here somewhere," said Brock "Just think, I'm going to be the top dog at the Bugle."

" _Yeah, I'm going to have more trouble than I thought with that self centered glory hound snapping pictures for a little fame and fortune," thought Spider-Man. "Not that he's going to get any with Jameson. Well back on the trail right now I guess."_

"Everything's in order," said a man in glasses as he looked at two guards, who stood outside of an armored truck. "Move now, no telling if anyone is going to get cute and try and steal the truck."

"Yeah, like anyone would be dumb enough to try," said one of the guards as he held his gun at the read.

Unknowingly, sand began to shift from underneath one of the tires and crept underneath. The armored truck was not enough to keep the sand to continue to slip into the crack bit by bit, until the Sandman appeared in the front seat of the truck, with a satisfied smirk on his face.

"How nice of you, an entire truck of gold all gift wrapped for the taking," said the Sandman as he just turned, smugly.

"The Sandman!"

"How did he get inside?"

"I don't know but there's no way he can do anything, as I've got the keys right here."

Sandman just responded with a smile, before he raised one of his fingers, as he shifted it into a key. After a moment's work, it fit the ignition and with a turn, the armored truck had started out, as Sandman withdrew, the solidified sand key still in the ignition.

"The web head found out I learned lots of new tricks when I was put away and this was one of them!" said Sandman, as he drove with the truck. The two guards were powerless to stop it and the armored truck had continued to drive.

Just seconds later, Spider-Man swung into the scene, hearing the trio of men sputtering and unable to formulate anything remotely resembling a complete sentence.

"Spider-Man…Spider-Man…he snuck into the truck and managed to…oh it's awful."

"He went that way, if we don't recover that gold…."

"I'm on it," said Spider-Man as he swung off into the distance, following the truck from a safe distance, as it continued to move down the street.

" _Almost there, just a little bit more, got to make a perfect landing or I'm road pizza," thought Spider-Man as he landed right on the trunk._

"Great, I've got a bug on my windshield," grumbled Sandman, before he dissolved into a pile of sand and began to slide down the seat, before he reappeared right in front of Spider-Man. "Better knock it off so I can see where I'm going."

Sandman swung two sand mallets but Spider-Man avoided the attack. The web head had very little room to maneuver, as he tried to move into position.

In an instant, in the heat of battle, another problem presented itself, especially as the armored truck began to careen out of control.

"And no one's driving the thing," dead panned Spider-Man as the armored truck remained at high speed, only just barely slowing down, as it made its way down an incline, smashing through a barricade and making its way towards an unfinished bridge that was under construction.


	43. Sand Storm Part Two

**Chapter Forty Three: A Sand Storm Part II:**

The armored truck continued to move down towards the bridge at top speed and was only a short time before it careened over the side, straight to its doom in the depths below.

"Too bad for you Spidey, if that hits, I'll be fine, but you'll be squashed like a bug," responded Sandman. "Looks like you got about a second to bolt before you find yourself being scraped up, later."

Sandman threw himself over the side of the completed section of the bridge, where he latched onto the side of the bridge. Immediately, Spider-Man latched a line of webbing right to the side of the bridge.

" _Better get the truck, hate to be accused of losing this too," thought Spider-Man, just seconds before a second line of webbing had shot out and latched onto the back of truck. With all of his might, Spider-Man managed to hang onto the truck. Both web lines were stretched, but somehow, Spider-Man just managed to pull the truck back onto the bridge._

Immediately, he collapsed on the ground, breathing heavily, as the truck was safely back onto the bridge. All of his muscles felt like they were strained and it took every bit of his energy to get the truck back onto the bridge. The trio of men rushed over, looking extremely grateful, but as Spider-Man rolled over to the edge of the unfinished bridge, he peered over, with Sandman completely having fled the scene of the crime.

"Can't get this blasted sand key out of the ignition, it's going to ruin the vehicle," grumbled a voice.

"Maybe I should give it a crack," said Spider-Man as he moved over, before he grabbed the key and gave a tug. It was jammed in pretty tight, but fortunately, another burst of spider strength managed to get the key out.

"Ah thank you Spider-Man."

"No, thank you," said Spider-Man suddenly, as he looked at the key or what was once a key, it had dissolved into a small clump of sand by now. With careful intention, he managed to piece together a very simple solution. In fact, he was mentally slapping himself for being unable to do so.

" _This sand, it has to contain his altered DNA, he said it himself, he's creating these little things out of his own body mass," thought Spider-Man as the wheels began to turn. "Maybe if I analyze it properly, long shot, but the only shot that I have right now of catching up with Sandman. Better get in touch with Aunt May to tell her that I'll be running a little later for dinner."_

"Anything yet, Brock," demanded Jameson over Eddie Brock's cell phone.

"Not yet, but I'm following a hot lead and I should be able to get exclusive photos of the Sandman and maybe Spider-Man too for good measure," said Brock.

"That lead better be so hot that it's scorching your finger tips Brock, because you only have three hours to come up with something tangible that we can have ready before our print run in the morning," said Jameson. "Remember, if you don't, you know what happens."

"JJ, I've got it in the bag, I've never been more sure about anything in my life," said Brock. "These pictures will be so good that you might have to give me my own office and a raise."

"Don't press your luck Brock," grumbled Jameson. "Just get out there and get the pictures. The clock is ticking."

" _Well that's a complete wash," thought Peter grimly as he had looked at the results of the sand sample. "Whatever was done to Marko to make him into the Sandman, it's far beyond my comprehension. He's absorbing more mass every time in touches any sand and his powers are growing. I'm just glad no one with a couple more brain cells had these powers. No one could stop them. In fact, other than freezing him and entombing him cement, there really aren't too many other ways to stop him."_

His cell phone going off had caused him to break out of his thoughts.

"Hey, Gwen," said Peter.

"I looked around for things in the city that might catch Sandman's attention for you like oyu asked," remarked Gwen.

"Thanks Gwen," said Peter. "What did you find?"

"Well the only thing I could find is an exhibit of priceless Renaissance art that's on display at the museum starting tomorrow, you know the one that is five minutes away from the Xavier Institute," said Gwen. "It's being shipped in tonight in an hour."

"Never really pegged Sandman as someone who could appreciate culture," said Peter.

"I don't think it's the love for the art that the Sandman's going to be after, it's the price, even one of these pieces is worth a small fortune," said Gwen. "That's about the only thing that could be worth enough for the Sandman to get his hands on."

"At least you're doing a better job than I'm doing, I can't even think of any way I can counteract his DNA and bring him to justice," said Peter.

"Well they had to contain him some way in Ravencroft, in his cell," said Gwen.

"Yeah, that place couldn't really contain someone if they wanted to be there," said Peter grimly.

"No, they said that he escaped because a lapse of power, it came in on the news," replied Gwen.

"Well, it looks like I'm going to have to make a quick stop at Ravencroft on my way to the museum," said Peter. "Gwen, I don't know how I can thank you…"

"Figure that out later, go Peter, they'll be plenty of time to talk to you later and good luck," said Gwen urgently.

" _Thanks Gwen," thought Peter as he pulled on his Spider-Man mask. "Tonight, I think I'm going to need it."_

"Working late, Dr. Hamilton," said Spider-Man crisply as he dropped down from the ceiling.

"I truly need to get better security," said Hamilton lightly, not even looking up from his papers. "What brings you to my office, Spider-Man?"

"You know the reason, Hamilton, this isn't the first time that someone has broken out of Ravencroft under your watch," said Spider-Man. "The Sandman's on the loose and innocent people are in peril…."

"Because of your obsessive attempts to recapture Flint Marko or as you have taken to refer to him as, the Sandman," commented Hamilton. "I have interviewed Flint Marko many times since he has been contained in Ravencroft. He has expressed no desire to bring harm to innocent bystanders, with the exception of the man who turned him into what he is today, the Kingpin of Crime and even then, not truly on his priority lists. He has even abstained from wishing harm upon yourself Spider-Man and only sees you as a minor nuisance at best. He is a thief and would prefer to remain in that field."

"It's a slippery slope from robbing someone, to committing full blown murder!" snapped Spider-Man, as in his mind, he saw the image of the burglar that killed Uncle Ben.

"You seem to have some very strong feelings about this Spider-Man, interested to see if you are just speaking hypothetically or from personal experience," said Hamilton dryly. "Then again, perhaps you wish to atone for your own mistakes regarding the Sandman."

"What are you talking about?" demanded Spider-Man.

"If Spider-Man did not exist, then would the Kingpin have turned Flint Marko into the Sandman?" asked Hamilton. "It returns us to the question that I asked you the last time we met Are the these super villains responsible for Spider-Man or is Spider-Man the reason that these super villains exist? "

"Look, Hamilton, I don't have time for your double talk, the Sandman is going to strike again and I need to know precisely how to contain him," said Spider-Man in a frantic voice.

"A strong desire to apprehend those that he perceives to be as a threat, no matter how strong or how small," remarked Hamilton. "Does it truly affect your life to whether or not someone like Flint Marko walks free?"

"Aren't you the least bit concerned that these villains are on the street?" retorted Spider-Man.

"It is not my concern, my job is to rehabilitate these people so they can return to society," said Hamilton. "Of course, one must wonder if the criminal mind can truly be rehabilitated. Then again, your obsession with capturing these criminals is not too much unlike the obsessions of these criminals."

"What did you do to keep him here?" asked Spider-Man more forcefully. "He could be about ready to pull a heist right now, I need to know. You might not care about someone like the Sandman being on the street but I do and I'm sure there will be others that agree."

"Only if it causes direct inconvenience to their lives," replied Hamilton briskly. "Otherwise, most will not bat an eyelash at what these self proclaimed super villains are up to. In fact, many would scoff at your efforts to bring them in and brand them as a waste of time and energy on your part."

"What did you do to keep him here?" demanded Spider-Man as he took a step forward, but Hamilton seemed to not be humiliated.

"Such a desire to learn the knowledge that you feel will lead to you keeping the safety of others," remarked Hamilton calmly. "I have studied you rather closely, Spider-Man, as you aware, putting together pieces from various interviews with some of the super villains you put in this institute, news footage, press clippings, and my own observations from our limited encounters. I have come to a simple conclusion that you may try and menace me, but you will not dare to harm a civilian to get what you want."

Hamilton pressed a red button underneath his desk, right as Spider-Man balled his fists in anger.

"I do hope for your sake that security has reached the same conclusions as I have," responded Hamilton as he tapped his fingers on the desk. "Oh, and since you asked, the Sandman was kept at bay by a pressure sensitive alarm that released a burst of compressed hot air that deliberated his molecules and prevented him from holding himself together. Every time he reached the door, he was subjected to this."

Footsteps approached.

" _Well, I've got my answer, but exactly how am I going to approach it?" asked Spider-Man as he hastened to leave. "I doubt there is a hardware store open this late at night where I can get an air compressor, going to have to try and find another way, to the museum, I just hope that I will make it there in time before the Sandman makes a clean get away."_

Around this time, sand eased up through the cracks on the form and formed right into the figure of the Sandman. A twisted smile appeared on the face of the criminal, as he made his way toward. The museum had been something that he had his eye on and had managed to get his hands on a floor plan. He managed to get in and another exhibit would allow him a perfect way out for his ill gotten gains, where he would get touch with a dealer who would pay big bucks for these pieces of art.

" _I don't know anything about art," thought the Sandman as he moved his way to the paintings. "But, I do know what makes me big bucks."_

The Sandman prepared to pilfer the paintings but at that moment, a figure swung inside on webbing, before he was knocked down to the ground, causing him to go to pieces.

"You again!" shouted the Sandman as he reformed, with a sand hammer.

"Miss me?" taunted Spider-Man.

"You didn't get me the first time, you didn't get me the second time, what makes you think you're going to get me a third time, web head?" demanded Sandman, as he tried to smash Spider-Man into bits with his solidified sand hammer but Spider-Man once again avoided the attack.

"I have a motto, if at first you don't succeed…" started Spider-Man but Sandman managed to get a shot in on him, knocking him fright to the ground and Spider-Man rolled over, grumbling. "Try again until you're put in traction."

Sandman rose up with a wave of sand and it smashed right onto Spider-Man. Spider-Man broke free from underneath and aimed a series of well placed kicks, but Sandman just kept restructuring himself.

"Just don't get it, I'm not going to wander by any cement!" shouted Sandman as he swung a punch right at Spider-Man. The first one caught him, the second one just missed narrowly. "I'm not going to go outside where you can freeze me to death. You can't beat me."

A line of webbing went right through Sandman and Sandman rose up his fist, before he shot it right out, which smashed Spider-Man right in the face.

" _This is not going my way," thought Spider-Man as he was smashed around again. "So not going my way. Can't web him up, can't even touch him. Think Spidey…"_

Several sand ropes shot out, wrapping around the arms and legs of Spider-Man and pulled him backwards. The web slinger desperately tried to plant his heels into the ground to block, but the Sandman now transformed right into a buzz saw, which threatened to hack Spider-Man into pieces.

"No, way, that can't work," said Spider-Man in disbelief but he was less than confident

"Don't know if it will, but it will be fun to find out!" taunted Sandman. "Well not fun for you, but a real ball for me."

Spider-Man struggled, attempting to use his spider strength and he managed to get one of his arms free, before he shot a line of webbing upwards and grabbed a barricade around one of the exhibits, before he flung it with reckless abandon and caused it to smash right into the Sandman. The villain busted into pieces, before he reformed immediately and one arm contorted into a sand mace, that he swung around.

Spider-Man ducked ,as one of the exhibits was smashed on. Immediately, Spider-Man scaled the walls, but Sandman moved in, before he shifted in between it, causing the walls to loosen and the web slinger to lose his balance.

A loud crack and Spider-Man found himself on the ground. Sandman sunk into the cracks of the floor, before several sand shackles reappeared, trapping the ankles and wrists of Spider-Man. The web head thrashed violently, as the Sandman reappeared, a large hammer between both arms ready to smash the web slinger right into a fine paste.

"Say good night, webs!" taunted Sandman but somehow, Spider-Man managed to break the shackles, just narrowly avoiding getting smashed to bits.

The fight raged on and Spider-Man found himself dangling from outside of a window, about five stories up from the pavement, on a ledge, as the Sandman dove forward, forcing himself onto the ledge. Slowly, he shifted in between small cracks in the ledge, making them bigger, and the ledge that Spider-Man hung onto began to erode.

Kitty sank onto her bed. This was not her day. First she had gotten into a fight with Peter and for a stupid reason. After thinking about it, Peter was well within his rights to rail on her, although she wished he did not do so that much. She could not bring herself to apologize to Peter either. It was fortunate that they had a grueling Danger Room Session, otherwise she would have had more time for the guilt eat away inside her.

Flipping on the television in the room, for something to keep her mind off of her guilty, the first imagine that she saw was Spider-Man hanging from his life on a ledge that was crumbling.

"Oh my God!" screamed Kitty in horror.

"A fight between the Sandman and Spider-Man has broken out and news choppers have managed to get this footage, of the web head perilously fighting the man who has been on a crime scream all today," remarked the news caster as Spider-Man just barely managed to pull himself to safety at the last second. The sounds of combat could be heard but not really seen. "The battle rages on, stay tuned for more late breaking updates."

" _That museum, that's not too far from here, and he could use…." Thought Kitty but she just stopped. "Peter has to handle it…I mean I screwed up pretty bad earlier…people could have gotten hurt."_

She turned around on the bed, hands in her forehead, but that terrifying image of her friend hanging from the side of the window and nearly falling to his doom. Super powers or not, that was a horrific image.

" _I can't live with myself if I don't help him but I won't be able to live myself if I screw up again," thought Kitty as she chewed on her lip. "Damned if I do, damned if I don't, screw it, I'm helping Peter and this time I'm not going to screw up."_

Spider-Man staggered around confused and dizzied. The Sandman just turned to Spider-Man.

"Look, web head, it doesn't have to be like this, you could just turn around and walk home, no harm, no foul, let me do my job," said Sandman, as he held Spider-Man back with sand ropes. "I don't really want to have to exterminate you, but you're kind of forcing the issue. You can't beat me, I can't get any work done when I'm too busy swatting you, if you leave, we both win."

"Tempting offer Sandman, but I'm going to have to decline, because I'm not going to give up yet," said Spider-Man as he managed to break free, before he launched himself right into a somersault right into Sandman. Sandman's chest and midsection withdrew just long enough for Spider-Man to go through the gap which promptly closed.

Spider-Man struggled, as the Sandman with a resigned look on his face, solidified, with Spider-Man trying vainly to break out.

The attempts became less heated by each passing second.

Spider-Man made a desperately attempt to break free.

Another desperate attempt was made.

Sandman could feel Spider-Man struggling to draw breath, as he was running out of air and his attempts became more frantic. Time was running out.

The next few seconds Sandman felt Spider-Man's attempts fading. There were still a few feeble attempts, as the web head struggled to draw air that was no longer within his ability to breath in.

The Sandman was caught off guard, when suddenly, a girl had just dove right at him and had became intangible just seconds before she had passed right through his body. Seconds later, she phased completely out, pulling Spider-Man out and causing Sandman to blow right into several grains of sand as he had splattered all over the museum walls.

Spider-Man woke up, breathing, as seconds ago, he was about ready to be smothered and he was looked into the concerned face of Shadowcat.

"Um, thanks," said Spider-Man cautiously.

"Least I can do after I screwed up earlier," said Shadowcat as she waved off his gratitude. "Look, I know what you said, about not needing a sidekick but…"

"I stand by that, Kitty, I don't need a sidekick," said Spider-Man in a firm voice and he watched the shocked look on the girl's face. "Sometimes, I do need a friend to watch my back."

Shadowcat was at a loss for words completely.

"You trust me to do that," she said quietly.

"You're capable enough," said Spider-Man. "Look, about earlier…."

"No you were completely in the right," said Shadowcat.

"Great, now I feel bad all day, at least the parts where I am not getting whacked around by a super villain, and now you think I was right," said Spider-Man.

"Fine, you were completely, wrong, happy," said Shadowcat but she was smiling.

"No, not…DUCK!" shouted Spider-Man suddenly, as his spider sense had went off and the Sandman had reconstructed himself and he was back on the attack. "I hoped that your little stunt would work earlier when you phased through him."

"No, and you'd wish neither of you had gotten out of bed," said the Sandman angrily, as he had rounded upon the two teenagers, and he swung his large sand hammer, but Spider-Man took advantage, by webbing onto it when it was solidified and he swung around, before he launched Sandman right into the doors to the next exhibition.

Spider-Man and Shadowcat made their way into the next room but the Sandman had a smirk on his face.

"Egyptian exhibit, of course I would have had to throw him into the Egyptian exhibit!" shouted Spider-Man as Sandman moved around to a large pit of sand that had been placed in the middle of the exhibit and began to absorb it, causing his mass to grow five times his normal size.

"Well, this sucks," dead panned Shadowcat, as they were faced by a much larger version of the Sandman, who just barely was big enough to fit inside the large room that housed the exhibit.

"That's putting it mildly!" managed Spider-Man as he had no doubt that to Sandman, they were insects that he was going to stomp. "You know, I'm open to suggestions."

"Before or after we get smashed into goop?" asked Shadowcat, as they avoided the attacks of the Sandman, who smashed up the room with reckless abandon.

"You know, before would be nice," responded Spider-Man as he looked at his web shooters, but he discounted ever trying to use them as a distraction. There was falling back on old habits and there was being stupid. "Maybe if you can phase through him again and disrupt him a bit so we have more time to…"

"Don't you think I would have phased us through the floor by now instead of doing this ducking and running routine," answered Shadowcat in frustration.

"Why can't you?" asked Spider-Man as they just narrowly avoided being attacked.

"I don't know, I just can't concentrate," said Shadowcat with a shrug. "Maybe it's because of the heat in this room, it's more than I'm used to."

"Yeah that's a good point, why is it so hot?" asked Spider-Man.

"Well, I think there might be some kind of compressed hot air fan in here that keeps the room warm," said Shadowcat with a shrug of her shoulders.

"That's it!" responded Spider-Man, as it had struck him.

"Er, what's it?" asked Shadowcat.

"Just keep him busy, just for a couple minutes," said Spider-Man.

"Keep him busy?" asked Shadowcat with a raised eyebrow.

"Trust me, I know what I'm doing," said Spider-Man.

"You better," said Shadowcat, as she dove right in front of Sandman. "Hey, you, yes, you, what makes you think you can beat Spider-Man, if you can't even touch me. Come on, is that your best shot, that's really pathetic?"

"The web head is bad enough, I don't have to take this from some arrogant little girl," grumbled Sandman as he swung but Shadowcat once again avoided the attack.

"Man, if you really want to see arrogant, all you have to do as look at yourself in the mirror, I mean, how lame can you be?" asked Shadowcat. "You get sand powers and you call yourself, Sandman. I bet that took you all of five seconds to come up with. Of course, you don't really use that power all that well. I mean, is the best you can think of to use that power is to commit crimes."

"You know, you won't be thinking I'm so lame when I'm scrapping your body off of the bottom of my foot!" bellowed Sandman, as Shadowcat continued to duck and weave underneath the attacks. "Both you, whoever you are, and Spider-Man, I'll crush both of you into sand!"

" _Better kick it up Peter, I don't know how much longer I can keep this up, he came close to flattening me," thought Shadowcat._

Crawling down in the pit where Sandman had extracted his sand, Spider-Man had located what he was looking for. Carefully, without damaging it, he managed to somehow pry the fan from the wall. He really hoped that it would be enough to bust the Sandman up, especially at his increased.

" _Not exactly what they would use to keep him at bay in Ravencroft, but it's better than nothing," thought Spider-Man in a resigned voice._

With a careful amount of work, he had extracted the fan from the wall and it was still in running shape. The sounds of battle were still going on from above and Spider-Man hastened, as he had no idea how long the distraction was going to happen.

It was pretty much crunch time for Eddie Brock, as he bolted right towards the museum, managing to somehow find a side entrance. He checked his watch, he still had time to get something for Jameson, but it was running short. A battle between Sandman and Spider-Man inside the museum would be something worth getting a few photos of, providing he found them.

With visions of a big fat paycheck dancing in his head, Brock made his way into the museum, ready to snap the photos.

Out of the corner of her eye, Shadowcat saw Spider-Man rise from above, attaching a line of webbing onto the fan that he had extracted.

"Can't catch me!" shouted Shadowcat, as she managed to retain her concentration long enough to go intangible and fall through the wall right into the next room, just before Sandman was to smash her.

"Smart, girl, now for the web head!" cheered Sandman but he turned, as Spider-Man launched the still on fan right towards his body. The fan, cranked up to the highest, had caused compressed hot air to fill the body of the Sandman and his particles began to heat up. "No, no, it can't end like this, I won't let it end like this!"

"Now, Marko, you can't always have what you want," reprimanded Spider-Man, as the air had blew the Sandman in several different directions.

The fan dropped to the ground and failed immediately. Spider-Man dropped to one knee, as he saw several chunks of sand on the ground in different areas, but seconds later, they began to start moving.

"Oh, you've got to be kidding me!" yelled Spider-Man throwing his hands up into the air in frustration, as he watched the villain reconstruct and he moved forward, towards a closet behind him. The door was ajar and Spider-Man saw inside, a vacuum cleaner.

" _You don't suppose," thought Spider-Man. "Well, it's worth a shot."_

With two quick motions, Spider-Man removed the vacuum cleaner and using his fast reflexes plugged it in.

"Not going to beat me that easy Spider….NO!" screamed the Sandman as the vacuum cleaner, turned to its most powerful setting, began to suck the villain sand particle, but sand particle inside. Sandman struggled and swung his arms, fighting the pull of the vacuum cleaner. "Not going to beat me, not that easily, I'm going to."

In one last ditch effort, an arm contorted, grabbing onto the web head's mask and gave a tug. The grip slipped off as the Sandman was sucked right into the vacuum but not before Spider-Man's mask slipped completely off of his head, exposing the face of one Peter Parker. Thankfully the Sandman had been completely drawn into the vacuum cleaner and was unable to see the fruits of his desperate attempt to keep himself from being defeated.

The vacuum cleaner rattled but the Sandman was trapped inside the bag, unable to break free.

Eddie Brock joyously leapt into the air from his vantage point when he saw the web head's mask slip off from his vantage point from across the museum, having arrived just in time to see Spider-Man pull out the vacuum cleaner.

" _Damn, I can't really see but my camera should be able to get a good photograph from here," said Brock carefully, snapping the photo, just a second before Spider-Man had managed to place his mask off. "I'll find out who is underneath the mask when anyone else does. Hello, I'm Eddie Brock, top photographer of the Daily Bugle and highest paid photographer in New York, pleased to meet your acquaintance."_

"Sorry," said a voice from inside the wall. "Didn't you read the sign? There says there are no pictures to be taken inside the museum."

Brock jumped nearly a foot in the air as he turned around, in time for a hand to move towards his camera. He made a step back to protect the camera but the hand had went completely into the camera and caused it to explode right into his hand, blowing it to bits and burning Brock's hand.

"A g-g-host!" shouted Brock in horror which got Spider-Man's attention.

" _I really hope Brock didn't see my face when my mask slipped off," thought Spider-Man as he swung over before he confronted Brock._

"What are you doing here?" demanded Spider-Man. "What did you see?"

"Nothing, I just saw your mask slip off, I didn't see your face, I got a picture," said Brock. "Then…a hand came out of the wall and fried my camera…ow..my hand."

" _Good job, Kitty," thought Spider-Man to himself. "Your quick thinking might have saved me from a nightmare. Makes me feel a lot worse yelling at you earlier."_

"You shouldn't be in this museum, Brock," said Spider-Man shortly.

"I told you, I wanted to get pictures on Sandman and what better way to get some pictures when he was beating you up," said Brock as he massaged his burned hand. "Jameson wanted pictures, but he can't fire me, I'm his best photographer, better go explain this to him."

Brock bolted off but stopped every few steps, wincing at the hand that he burned.

"It's safe to come out now," responded Spider-Man and Shadowcat stepped out from behind the wall.

"So, a vacuum cleaner?" asked Shadowcat in disbelief.

"Hey, it worked," said Spider-Man with a shrug. "I don't suppose there is a better way."

"No," said Shadowcat. "So you bagged the bad guy, literally and I managed to fry that camera to save your face from being exposed."

"Thanks for that by the way," said Spider-Man.

"Don't mention it," said Shadowcat. "I think that sort of makes up for me screwing up royally this morning. I really should have listened to you."

"Well, I don't always know what I'm doing, even if I am more experienced," said Spider-Man.

"Yeah, even old relics like you make mistakes," said Shadowcat with a smile.

"Hey, I'm not old," said Spider-Man.

"You're almost seventeen, that's practically ancient," said Shadowcat.

"Just wait until you'll get there in a couple of years," said Spider-Man. "Anyway, we should take this to the police, I'm sure they can handle him now that he's bagged."

"I swear, JJ, I had photographs of Spider-Man unmasked but there was this ghost girl, she destroyed my camera!" shouted Brock at Jameson, who sat at his desk, raising an eyebrow and it was almost like time had stopped, before Jameson decided to respond.

"I'll give you credit this time Brock, for originality, because in all my years, I've never heard an excuse so absurd," said Jameson. "Still, that doesn't change the fact that I gave you a warning. I told you to have something tangible for me. I've given you plenty of chances to shape up but you keep fouling up."

"It's not my fault, my camera keeps getting destroyed," argued Brock. "There are circumstances…"

"Brock, I don't care about your circumstances!" snapped Jameson. "You're fired."

"Fired?" asked Brock.

"Yes, fired, terminated, released, good bye get out of my office and don't let the door hit you on the ass out on the way out!" bellowed Jameson before he took several deep breaths to calm down. "I'm a fair man Brock, now that Parker's remotely reaching something close to competence, I don't need you any longer. Get out of my office!"

"You'll be sorry, Jameson, you'll regret this," said Brock as he walked out angrily.

"Somehow, I doubt that Brock," said Jameson as he watched his former employee leave.

"Something troubling you, Peter?" asked Gwen gently as she sat down next to Peter, who was sitting on the steps outside of Midtown High after school the next day. "You've been quiet all day."

"Just something that Doctor Hamilton mentioned when I talked to him the other night," said Peter. "Can the criminal mind truly be rehabilitated? Am I just doomed to fighting the same people over and over again?"

Peter took a deep breath.

"I am wondering if I really am making a different or I am making the problem worse," said Peter. "What should I do?"

"The right thing, Peter," said Gwen.

"I'm not sure what the right thing is anymore," said Peter.

"I know you'll know when you need to Peter," said Gwen, as she grabbed Peter's hand and gave him an encouraging smile.

"You'll really trying to avoid telling me what I should do, aren't you?" asked Peter and Gwen just responded by kissing Peter.

"You'll know Peter," said Gwen as the kiss broke, before the subject is change. She could understand why Peter was having doubts and she had wondered the same thing at least once. "Now, I believe we were going to go on a date."

"Yeah, I didn't forget, I was just waiting for you," said Peter. "Hopefully something doesn't go wrong that causes it end early."

"Well something is bound to go right sometime, law of averages and all that," said Gwen. "It'll will be fun if it's even for a second or a minute or an hour."

"With you, I'm sure," said Peter, as the two walked off.


	44. Stark Contrast Part One

**Chapter Forty Five: Stark Contrast Part I**

"Ladies and Gentlemen of the press thank you for coming out today," said a man in his late thirties with dark hair and a mustache. "I'm sure all of you heard of me but for those of you who have been living under a rock, my name is Tony Stark, the head of Stark Industries."

There was applause as there were several photos taken but Stark waved it off.

"Please, no photos, at least not yet," said Stark with a bright, charming smile. "I'm sure I get my picture in the paper as enough as it is."

There was some laughter in the crowd that was assembled, as Stark walked over, with a security team, towards an area covered by a tarp.

"Now, rather save your film for something extraordinary and out of this world," said Stark in a boisterous voice. "Now each and every day, in this city, businesses are burglarized every single day. The ever growing number of super powered villains is growing and the normal security force, as capable as they may be, aren't able to really keep up with such criminals like Doctor Octopus and many others like him. Still, I have something that might level the playing field and bring these threats to the New York business owner to their knees, the Starktronic Suit and Armor 3000."

Stark removed the tarp to reveal a blueprint of a very sophisticated looking suit with a weapons system.

"Now, we here at Stark Industries have balanced comfort along with usability and effectiveness," said Stark excitedly. "Once the final model has been released, then it will fit you just as easily as any uniform. No longer do the men and women who are entrusted to secure us be forced to cower at the might of the super villains. They can fight back."

"Mr. Stark, could this suit have military applications?" asked a reporter in the back.

"Well it not designed for that purpose but it can be," said Stark slowly. "Of course, we're months away from producing the model that I feel will be safe for actual use for your average person, although it is being tested by a good friend of mine as we speak."

"Mr. Stark, what if this suit falls in the wrong hands?" asked another reporter.

"It's well protected, I can assure you," said Stark as he went on detailing every feature of the suit.

Peter Parker sat in the back of the room, camera in hand. He was sure this was all very interesting, but the technology was a bit over his head.

" _State the art though," thought Peter. "I don't know if some suit can really level the field out there. Technology fails every day. Still, I can't help but root for it working for someone. It would make my job a lot easier and I can spend more time being Peter Parker and less time being Spider-Man. Yeah…dare to dream Pete, dare to dream."_

"Right now we hope to have the suit on the market within the next three to four months," said Stark as he walked around. "So, don't be resting too safely yet."

"You won't be resting too safely, either Stark!" shouted voice, as a man broke through the windows leading up to the lab. Peter's eyes snapped up, he had on his own suit of armor, that while not as good as the model Stark had shown the press, was still rather formidable in its own right. The armor also gave him an appearance of a large metallic beetle. Several henchmen repelled in with weapons in hand and began opening fire, causing the press to scatter. "That armor should have had my name on it. I should have been the one to get all of the press and all the acclaim. I put the idea in your head, you swindling bastard!"

"Look who are you?" demanded Stark but the criminal swooped down, grabbing Stark by the arm.

"Of course you would forget me, Stark, I gave you the plans for the armor and you shunned my ideas, fired me, and now you dare pass this foolish thing off as your own grand idea," said the criminal and suddenly, it clicked within Stark's head.

"Jenkins, Abner Jenkins," said Stark in surprise.

"Yes, glad to see you remember me, Tony," said Jenkins. "But I'm not going under that name anymore, call me Beetle but you're going to be the one that will be crushed like an insect for stealing my idea."

"No, Abner, I told you before I had to let you go, your armor idea was too dangerous, too unstable, that was years ago, I had long since forgotten about it," said Stark, as Beetle reached forward, grabbing him roughly by the wrist. "You're using it, the suit, when I told you that there was too much of a danger of being blown up while in it."

"Stop your excuses, Stark," said Beetle, unable to listen to any reason, he enjoyed the power that the suit gave him as he turned to the henchmen. "Take his plans, I want to know what he might have added to them and I'll figure out how to upgrade my suit."

"Yeah the thing about is, you're not going to get out of here with them," said Spider-Man as he swung in on a line of webbing, taking out two henchmen. The Beetle angrily lifted a wrist blaster and began opening fire on Spider-Man, who dodged the attacks, moving from side to side.

"You shouldn't have gotten in my way," said Beetle as Stark managed to bolt immediately. A blast had ripped through the webbing and caused Spider-Man to take a tumble to the ground. With a careful maneuver, Spider-Man bounced up and shot webbing.

"So Beetle is it?" asked Spider-Man as he shot webbing right around the criminal trapping him. "I don't know if you paid attention in biology, but spiders ensnare beetles in their web."

The web around Beetle had dissolved as his armor heated up and Beetle propelled himself forward, before he knocked Spider-Man right on his back.

"I'm not one of your little sick in the head super villains, web slinger," said Beetle as he picked Spider-Man off the ground.

"Yet you dress disturbingly like them and have a codename, fancy that," managed Spider-Man as Beetle launched Spider-Man right into the wall and prepared to eliminate him, but a blast had cut through the air, catching Beetle right in the side.

"What the…." Stated Beetle, before another blast of energy had rocketed him into the air and a red and golden blur had zoomed right towards him. Spider-Man rubbed the side of his head, to see that the man was wearing what appeared to be an advanced copy of the body armor that Stark had presented earlier that day. "Who in the devil are you?"

"The name's Iron Man, I don't think you'll have any trouble forgetting it," said Iron Man as he lazily avoided the attack from the Beetle. "Really, if you're flying around in that antique, you don't think you can beat me. Not that you ever had a hope of beating me."

The Beetle's henchmen moved in to bring down Iron Man and Spider-Man tried to spring back into action, but before he could even aim his web shooter, three of the henchmen were immediately taken out by Iron Men. The other two were as well, as Beetle tried to jump up. Spider-Man shot a line of webbing but Beetle had just blitzed through the webbing and he turned, right when Iron Man had rocked him with a punch.

Beetle landed with a crash and deployed his miniature rockets, but they had all bounced off of Iron Man's armor like they were nothing. With a quick motion, Iron Man grabbed the Beetle and ripped open his armor, before pulling Abner Jenkins out and throwing him up into the air, before stunning him with an immobilizing beam.

"I hope that teaches you a valuable lesson about trying to attack defenseless businessmen," stated Iron Man in a boisterous voice as Jenkins laid on the ground, groaning in pain and he turned to Spider-Man. "No need to thank me, Spider-Man."

"So you're the friend of Stark's who was trying out the armor," said Spider-Man in awe, unable to believe how quickly the armor worked. Even with his fast reflexes, the armor had beat him to the punch every time.

"Indeed I am," said Iron Man boldly before he looked at Spider-Man's outfit and his web shooters with a bit of amusement. "I think this city deserves a hero that has better equipment to fight crime. I mean, no offense, Spider-Man, you mean well, but that outfit isn't befitting of someone who I would trust with my life."

Spider-Man stood gob smacked unable to believe what he had just heard.

"And what is wrong with my outfit?" asked Spider-Man.

"Nothing really, for something that someone has made out of their garage," said Iron Man. "But seriously, you should take some pride in what you wear in public, Spider-Man, look the part of a hero."

"There is a difference between looking the part of a hero and being a hero," said Spider-Man who was unable to believe that someone could be so egotistical and self centere. "Look, I might not have fancy armor that cost thousands of dollars to make and have enough weapons to bring down a small country, but that doesn't mean I am any less than a hero for it."

"Idealistic Spider-Man but not accurate," said Iron Man. "Of course, the point is rather moot, with this armor, I have a feeling your going to have a lot more free time on your hands."

"So you think you can put on some fancy armor and suddenly become a hero?" responded Spider-Man.

"Look kid, it can't be that hard of a job," said Iron Man. "More of a hobby, really. I'm sure you'd agree."

"No," said Spider-Man shortly, as he looked around, but Jenkins and his henchmen were knocked completely unconscious and the police arrived, along with members of the press.

"I'd love to continue this conversation, but got to greet the public, you know the responsibilities of being a super hero," said Iron Man as he turned around, leaving Spider-Man in the dust. The web head turned on his heel, before he removed his camera from the space in the wall.

" _Iron Man, well, he's all gung ho about this hero game but for all the wrong reasons," said Spider-Man. "He's going to learn the same lesson that I did one of these days. Just like Uncle Ben told me, with great power there must also come great responsibility. That guy, he needs to learn a few lessons on responsibility. Hopefully for his sake, it is not all too soon."_

Iron Man removed his helmet revealing the face of Tony Stark when he was safely in his office. The first test of the armor had been a complete success. There would be many more to come but he had given the public some symbol of hope, in Iron Man. It was a name that he thought off pretty much right before his impromptu beta test against Jenkins and his henchmen but it worked well.

He would be able to test his state of the art armor. Of course, if Jenkins only knew that he began developmental on the armor years before the embittered scientist came to work at stark. Years ago, a failed robbery at Stark Industries had caused grave damage to his heart and forced him behind the desk for the most part. Shrapnel had been lodged in his heart and while technology had allowed him to live, it did not allow him to truly experience life like Tony Stark had in his wilder, younger years. The armor, he hoped, would be the key to allow him to experience a fuller, more enriched life.

Plus, being Iron Man would allow him have thrills that board meetings could not give him. He felt revived in many ways. For years, because of his health, he was a caged animal, now he could become Iron Man and truly live.

"Bio systems seem good, weapon systems function," muttered Stark as the test concluded. "First test a success, but I'll get more chances. This city's just crawling with crime. It is time for criminals to realize that there is someone that will avenge those who they harm."

Iron Man would be ready for his first patrol of the city, after his grand debut.

"I had a really wonderful time Peter," said Gwen with a smile as they were just about ready to leave from their date, as it was getting quite late.

"Same here, Gwen," said Peter as he breathed a sigh of relief.

"Not too bad, third date in a row where you didn't have to leave for…work," remarked Gwen. "You know, you're spoiling me, because I really could get used to it."

"Well to fair, I haven't had to leave for work for about two weeks," said Peter, as they walked across the street. "Don't get me wrong, I'm happy that I finally get a breath but…."

"But what?" encouraged Gwen.

"Nothing Gwen, just nothing," said Peter. "Come on, let's enjoy the sites, it looks like a beautiful night and then I can walk you home."

A click had caused Gwen and Peter to pause and suddenly, they were at the business end of a loaded gun.

"Lovely night for two love birds on a stroll," said the mugger. "Too bad's ya got to pay the toll."

"Look we want any trouble," said Peter defensively.

" _I really want to just punch that guy's lights out for ruining our night," thought Peter. "Secret identity can really, really, suck."_

"Well too bad, because you've decided to pick the wrong night," said the mugger, as he shoved Peter down, before he grabbed Gwen by the wrist. Gwen tried to pull away and attempted to kick the mugger in the shin, but he had a firm grip. "That's a nice little bracelet you have, girly. That should do nicely."

The mugger returned the bracelet and bolted, as Peter immediately got to his feet, at the sound of

police sirens.

" _Figures that would be the bracelet that I got Gwen for her birthday, damn, it took me a long time to save up for that," thought Peter. "And Gwen doesn't know how much that cost, she'd skin me alive if she found out how much I spent on her, instead of keeping the money for myself."_

"Gwen, don't worry, I'll get it back," said Peter but then a very familiar blur from the sky had stopped Peter in his tracks. "Or maybe not."

"Hold it right there," said Iron Man as he touched down in front of the mugger. "I know times are tough but snatching a bracelet from an innocent bystander…."

"Eat lead," said the mugger firing bullets, but they bounced off of the armor and Iron Man reached forward, snatching the gun away, before he immobilized the mugger and removed the bracelet from his grips.

"I believe this belongs to you," said Iron Man as he deposited the disarmed mugger right in front of the police and he turned to Gwen. "And this is yours, young lady."

"Thank you," said Gwen in a grateful voice, as Peter turned, to hide a frown.

"No problem it is all a part of the work of a hero, Ms…." Prompted Iron Man.

"Gwen Stacy," replied Gwen and with that the mugger's eyes went wide.

"Ah shit, the police captain's daughter!" yelled the mugger in a horrified voice. "Please, don't hurt me, it was only a joke, only a gag, I was going to give it back, don't throw me away for the rest of my life."

"It appears that we have attracted some attention," said Iron Man, as he dragged Peter and Gwen into the shot. "Everyone now, big smiles, another disaster averted after a near titanic struggle."

With a nod, Iron Man turned and accelerated up into the sky, as Peter turned.

"So, I take it I've met nothing," said Gwen in a cool voice.

"Guess it was obvious," said Peter.

"Yep," said Gwen. "I always wondered what you would look like when you're jealous. Now I know and it's kind of cute…"

"I'm not jealous," said Peter defensively.

"Of course, Peter, anything you say," said Gwen, obviously humoring him. "He was just lucky enough to be in the neighborhood."

"He's always lucky enough to be in the neighborhood, that's the thing," said Peter as the two sat down on a bench outside in an area that had no one around. "I don't even take two steps to throw on my outfit and already he's taken the bad guys out."

"Maybe it's for the best, Peter," said Gwen as she massaged the back of her boyfriend's neck in an attempt to calm him down. "For all of his gadgets and gizmos in that suit, Iron Man will never have one thing that you have."

"A tacky set of web shooters that keep running out at the worst possible time?" asked Peter and Gwen just looked at him with a frown. "Alright, joking, joking, I honestly have no clue."

"We both know what it really is Peter, you just might have not figured that out yet," said Gwen as she snuggled up against him on the bench."Just think Peter, it's not that hard."

" _Wish she would just tell me," thought Peter._

"Time to get you home, so I can get home Aunt May'll worry," said Peter evasively and the two teenagers left their secluded area on the bench.

"I can't believe it, you two have all of the luck, getting your picture taken with Iron Man," said Harry the next day at school to Peter and Gwen as the arrived and most of the school had walked over.

"Yeah, it must have been so exciting," said Liz. "So what was he like in person?"

"Well he's shorter than you think," said Gwen which earned a smile from Peter.

"Shorter than you thought? You were there with Iron Man and that's all you could think," said a voice from the back of the crowd.

"Look Iron Man is fine, just merely fine," said Peter in a forced voice. "He has a few cool tricks up his sleeve…."

"Just a few cool tricks?" asked Harry. "Pete, you understate. I mean, the article right here said that he saved both you and Gwen from a super powered team of mercenaries."

"Wait a minute, that's not…." Stated Gwen but everyone was talking over each other, arguing about conflicting accounts of the same story. Peter grabbed Gwen by the hand and two managed to give the entire group the slip.

"I think we lost them," breathed Peter in relief.

"I surely hope so," replied Gwen. "I mean some of those stories, they were rather...absurd."

"I thought downright stupid would be slightly more accurate," responded Peter which caused Gwen to give him a slight smile.

" _I don't get this, Spider-Man never got this much respect from people, sure the old web head's has his fans, but he just had just as many people who seemed to hate him," thought Peter. "Iron Man seems loved by everyone."_

"You do realize that we've got to get out of here somehow without anyone seeing us," said Gwen. "I mean, I don't want to be annoyed by questions about my brush with death because of Iron Man. What time does class start?"

"In about fifteen minutes," said Peter. "Hopefully they'll lose their interest about it before the day was over."

"I hope so, Peter, I really do," said Gwen.

" _Iron Man this, Iron Man that, Iron Man this, Iron Man that," thought Peter bitterly as he made his way. "I'm surprised he's not solving world hunger and achieving world peace and…blast it, I bet that's Jameson and I know why that's Jameson."_

"Hello?" asked Peter in a tentative voice.

"Parker!" bellowed the charming tones of one J. Jonah Jameson. "I want to you to march your keister down to the Daily Bugle building. You've got some explaining to do."

"I'll be right over there, as soon as I can, Mr. Jameson," said Peter.

"Make it sooner, Parker, I don't have time for your lollygagging!" bellowed Jameson.

"Parker, all sales of the Bugle have been trashed by the Daily Globe, because they got an exclusive, and you know what exclusive they got that caused our ratings to get flushed down every toilet in this city and in New Jersey," said Jameson and Peter opened his mouth. "Of course you do Parker; you were in the middle of it. Iron Man saves teenagers from dangerous criminal mastermind. Not only is my best as mandated by budget cutbacks photographer in the middle of this, but he doesn't think to get any photos."

"Now, Mr. Jameson, my life was in danger and…" stated Peter.

"When there is still a breath in your body Parker, you should get the photograph and a well respected institution like the Daily Bugle should not be losing out to a glorified tabloid like the Globe," responded Jameson. "Right now, I want you to take photos of the city's greatest hero, Iron Man. "

"But, Mr. Jameson, I thought you hated people who tried to take the law into their own hands," argued Peter.

"No, I hate masked vigilantes," responded Jameson. "Iron Man's not wearing a mask, he's wearing a helmet, that's a huge difference, but that's beside the point, this is the point. You're going to get photos for Iron Man now. Forget the web head, he's yesterdays news, the people want to see Iron Man, he's the flavor of the future….yes Miss Brant, what is it?"

"I know this sounds strange, Mr. Jameson," said Betty Brant. "But there is a crate that has just been delivered to the front door, addressed to Spider-Man."

"Spider-Man?" asked Jameson in a surprised voice. "Why in the devil would the web head be getting his mail sent to the Bugle?"

" _An interesting question," thought Peter, equally baffled._

Jameson moved out to investigate and he took the note attached to the crate.

"To, Spider-Man, I understand we might have got off the wrong foot and realize that it is not your fault that you are unable to have the tools to properly fight the forces of evil, so here is a token of apology and here's hoping for assistance in cleaning up the city, signed Iron Man," said Jameson. "I can't believe it, and here I was thinking Iron Man was an alright guy, but he decided to send something to help Spider-Man."

Jameson took a deep breath, trying to figure out what exactly to do with a large crate sitting in the middle of the Bugle building. In an instant, he thought of a brilliant bit of inspiration.

"Parker, make yourself useful for once and take this with you," said Jameson.

"Me?" asked Peter in surprise.

"You're the one who has the uncanny habit of tracking down the web head and snapping pictures of him," said Jameson. "Figures you could pass it on to him."

"How, am I suppose to carry that thing?" asked Peter.

"You figure it out Parker," said Jameson sharply. "And remember, photos of Iron Man, even if you're drawing you last breath. I won't be humiliated by that tabloid the globe again."

"Yes, of course, Mr. Jameson, anything you say," replied Peter, as he struggled to pick up the heavy crate. Even with his enhanced spider strength, it was a heavy burden, as he struggled out of the Daily Bugle building.

" _I wonder what the glorious hero of the day sent me," thought Peter. "Guess I'll find out soon enough, providing I don't get crushed to death with whatever it was."_

"And all systems are still in check," said Stark as he completed his bio analysis on the Iron Man suit. "And good thing to, don't want this thing to go out at the worst possible time. Innocent lives at stake and all that."

The more he played with the Iron Man suit, the more Stark realized that being a super hero was not just a hobby, it was a job of sorts. There were people who counted on him and looked up at him. He vowed to help out and in many ways, he felt bad for the tone he took at Spider-Man. He hoped that the little gift would help ease some tensions between him and the web head.

" _After all, I'm not perfect, I do make mistakes," thought Stark. "This is just one area that I don't think I'm able to have much room for error. One more diagnostic check and then comb over the city, before calling it a day."_

"Are you sure Iron Man was the person who sent this?" asked Gwen, as she watched Peter open the crate in her backyard.

"Yeah, hopefully I can get this thing open before your dad turns up, that's going to look real nice him catching me looking at Spider-Man's mail," said Peter.

"He hasn't been turning until later at night, he's been swamped with the increase in crime in the city," muttered Gwen as Peter managed to get the crate open and the box tipped over, where several pieces of armor slid out. Peter picked up the chest plate and it had a miniature spider on the front.

"Its armor of some sort?" asked Peter.

"He sent you your own set of armor?" asked Gwen in surprise. "Your own custom made set of armor?"

"Looks that way to me," said Peter.

"It doesn't look very safe," said Gwen with a frown as she looked it over.

"Now is that because I'm going to be in it?" asked Peter.

"Well, that and the fact that Iron Man's armor was a bit sturdier, this just looks like a modified prototype," said Gwen.

"I don't think Stark would allow his friend to give me anything too dangerous," said Peter. "He's a businessman and the last thing he needs is a lawsuit…maybe if I look at the instructions it could help me."

Peter rifled through the crate, as Gwen watched him, before he pulled out the only sheet of paper that he could find.

"So?" asked Gwen.

"Depends, do you speak Spanish?" asked Peter.

"No," answered Gwen crisply.

"Then there's really no instructions, guess I'm going to have to figure this thing out on my own," said Peter and Gwen just looked back at him with an apprehensive look on her face. "Gwen, you don't think I can handle this."

"Peter, to be honest, no, this technology….I'm sure Iron Man spent time studying it and had detailed instructions," said Gwen. "You on the other hand, don't even know how to put the armor together, much less use the thing….you don't need to prove anything Peter, just get rid of the thing."

"Excuse me?" asked Peter in confusion, not sure if he had heard her correctly.

"You don't need the armor," repeated Gwen firmly.

"I do if I want to be on equal footing with someone like Iron Man, maybe he was right, maybe I can't get by on my web shooters and my spider powers any longer," said Peter.

"He's wrong, Peter, didn't you listen to what I told you last night?" argued Gwen. "Just…never mind. Please don't do anything irrational."

"Since when have I done anything irrational?" asked Peter but that he hastily amended when he saw Gwen raise an eyebrow. "Alright, stupid question, but I got to at least put the armor together and see how it works."

"Well you really don't but if you insist," said Gwen as she begrudgingly took a step forward, still thinking that this was quite a bad idea but she hoped Peter would learn his lesson in a non fatal way. Hopefully she would find a way to convey to him that he did not need the armor but it appeared that Peter had gotten it into his head that he needed to use it."

Abner Jenkins arrived at his base of operations, the back room of a warehouse that was still very much occupied. He thought it was a bit old hat to use an abandoned warehouse as his hideout, as that would be among the first places where the police would check out these days. The owner was a bit of the shady sort and Jenkins cut him a deal. Use of his back room in exchange for not blowing the whistle on some of the people who he had under his employ and everything would be good to go.

"Boss, I thought you would be locked up for a while for sure. How did you escape?"

"It was just a simple matter of circumventing their security system from the inside, they obviously branded me as a low level thug, a nobody, not realizing what I'm capable of," said Jenkins arrogantly, before he turned to one of his employees. "I trust you have it right now."

"Yes, it was really a simple matter, Iron Man assumed that I was one of the press snapping his photo, the fool did not expect that I was really retrieving a full scan of his armor," said the man, as he slid an envelope forward. "All the information on Iron Man's suit is here. I trust you will know everything you need to upgrade your own armor."

"Yes, in time my own armor will be upgraded," agreed Jenkins as he held the disc. "However, Iron Man put me away, even it was for a couple of weeks and while I escaped, I think it is only fair that I repay him. Plus that fool Stark will pay. I will ruin him as well."

With that, the criminal walked off, mentally making a plan to take a good look at the disc and he would have the last laugh. Once Iron Man was out of the way, then he would be able to make his armor even more powerful and no one could stop him.

Not the police and certainly not Spider-Man.


	45. Stark Contrast Part Two

**Chapter Forty Five: Stark Contrast Part II:**

Two glass doors blew completely open from the shockwave blasts, as the criminal known as Shocker stepped forward, with a look of contempt as he made his way deep into the bank. He turned, as he pointed his arm to a very frightened looking bank teller.

"Alright, don't move and you might live to tell your children about the day you met a super villain," said Shocker as he held his gauntlet in the air, pointed dangerously at the bank teller. "Now point me to the vault."

"Right back there s-s-sir," stammered the bank teller, preparing to press a silent alarm but Shocker turned and the desk blew to pieces with one attack and Shocker turned towards him, before the villain took a menacing step forward.

"Told ya not to try anything funny," said Shocker as he held his gauntlet right in the chest of the bank teller. "Now, I'm going to have to teach you a lesson that you'll never forget."

"Funnily enough you still haven't learned a lesson, given the fact that you still go out in public with that gaudy outfit on," taunted a very familiar voice and Shocker turned angrily, to face the arrival of Spider-Man and he stopped and did a double take, before he began laughing hysterically which caught the web head totally off guard.

"That armor…that armor!" cackled Shocker, as he looked at the armor that Spider-Man was wearing. It was truly not that much different from his normal outfit but it looked absurd on someone like Spider-Man. "And you have the nerve to make fun of my outfit. What did you wield a bunch of tin cans together or something?"

" _I'm being made fun of by the Shocker," thought Spider-Man, before he looked at the armor. "Yeah, I see his point but I've got to get him while he's amused."_

"See who's laughing now!" shouted Spider-Man as he pushed a button but instead of engaging the thrusters of the armor forward, they went backwards, causing the web head to smash right into the wall. Thankfully the armor saved him from getting every bone in his body broken but his ego was most certainly bruised.

"Man, you sure showed me, Spidey," said the Shocker sarcastically, as he clutched his chest, having trouble breathing, as Spider-Man thrashed his arms and legs in an attempt to pull himself up. "And I'll be laughing now, I mean, I think you got clonked on the head one too many times to put that thing on."

" _Don't quite have the hang of getting up to my feet either, there got it," thought Spider-Man as he pulled himself to his feet and immediately, Shocker turned, before he blasted Spider-Man right through the wall. There was a loud clang as the vibrations echoed, rattling the armor with Spider-Man in it._

"Man, love to stay and…admire your outfit, web head, but business before pleasure," said Shocker, as he took a step forward, before he blasted the vault open and helped himself to several stacks full of money that he shoved into a duffel bag. He raised his gauntlet and sent the desk right into Spider-Man, trapping him against the wall.

" _Yeah, this quite frankly blows, but I think I'm getting the hang of this, sort of," thought Spider-Man as he kicked the overturned desk over, before struggling to make his way up to his feet. The web head was clunky. "Suit appears to still be in decent shape, and other than that ringing in my ears, I am too."_

Spider-Man followed on foot, nearly losing his balance, as he watched Shocker make his way down the street, blasting a hole right in the road to stall the police car.

" _Not going to get away this time," thought Spider-Man as he instinctively held his arm but remembered. "Oh right, no webbing, force of habit."_

Spider-Man managed to engaged the propulsion systems in his armor and for the most part there was no travesty, unless one counted Spider-Man going way too far into the air and he looked down, far from the sky, as Shocker continued to make his get away. The web head tried to move around to get him but he found that right turns were a bit jerky with the suit.

And left turns were not that much better for that matter.

Going straight was not a picnic to be honest as well.

" _I think I'm getting the hang of this, I hope," thought Spider-Man as he watched, Shocker sent one of his gauntlet blasts up and thankfully, Spider-Man avoided it, at the price of getting even further away from Shocker._

"My ride's right around this alley way," muttered Shocker to himself, blasting a wall out, to give himself some cover and he made itself to the alley, where a masked carjacker was in the process of stealing the getaway vehicle that he had stolen himself earlier. "Get out of my way!"

Shocker blasted the carjacker, which caused him to slam right into the wall, as Shocker made his way into the front seat of the car.

"Honestly, this city is a cesspool of crime, people can't even steal anything honestly anymore with someone else trying to steal it for themselves," grumbled Shocker as he started up the car and backed it out of the alley way and prepared to make a clean getaway.

At this time, Spider-Man was propelled right into the car. He braced himself from impact as Shocker froze and Spider-Man smashed right into the car, causing it to spiral out of control and wreck. Spider-Man rolled over, relatively unharmed, as Shocker stepped out of the car, looking rather angry.

"That's it, you've done it now, you stupid insect!" bellowed Shocker as he held his gauntlets, ready to blast Spider-Man but found they had been slightly damaged. He watched as Spider-Man once again tried to make his way to his feet, kicking and squirming on the hood. "You got lucky, web head."

Shocker turned around, but was met with several armed offices of the law.

"Freeze Shocker!"

Shocker had no choice and he held his hands in the air. Without his powers, it would be hard. He was escorted out, as Spider-Man rolled off of the car, as a crowd had joined them.

"So, pretty good, huh, catching Shocker," said Spider-Man but people were yelling and pointing at him.

"He nearly killed me flying in that thing!"

"The Bugle is right. He should be locked up and the key should be thrown away!"

"Arrest him too!"

"He's about as bad as that Shocker guy!"

"Marry me Spidey!"

The web head found himself pelted by several pieces of fruit.

" _Man what are these people's problems, it's not like I hurt anyone, came close, but I managed to pull out before it was too late," thought Spider-Man in desperately, as he ran down the alley way. "I almost got the hang of this thing, but my propulsion system is a bit jammed and yeah, direction needs work, but other than that I am…where do people get all of this rotten fruit anyway? Do they just carry it all day, hoping for a riot to happen?"_

Spider-Man nearly tripped but a very familiar individual managed to lift him out of safety. The web head turned, to see Iron Man standing there.

"So how's the suit?" asked Iron Man.

"Jeez, I'm being hunted by an angry mob after my direction control spazzed out and are pelting me with rotten fruit," said Spider-Man in an agitated tone of voice. "I would have to say the suit is working just great!"

"Ah, the direction control, no wonder you're having problems with it, the suit is not properly calibrated," said Iron Man as he took a stepped forward. "I mean, did you even read the manual? It says right there on the first line."

"Actually the manual you sent me was in…"

"No matter, it's rather a simple process," said Iron Man.

"I'm sure," said Spider-Man dryly, who had no idea how anything about this crazy, bipolar armor could be simple.

"Here allow me," said Iron Man.

XXXXXX-XXXXXXX

Two masked men stood on the building, one of them with a remote control device in hand.

"We have the subject in sight boss."

"Excellent. The link has been established. Now all you need to do is press the button and that fool Iron Man will be mine."

"As you wish, boss."

A finger rose and pressed the button that activated the remote control device.

XXXXXXX-XXXXXXXX

"You know, you should have explained this armor to me in person, if you wanted to help me so badly!" shouted Spider-Man hotly. "And for a simple process, it is taking a lot of time to get this thing calibrated properly."

"Don't worry, once this is done, it will be smooth sailing, well maybe not as good as my suit, but you might not need as much help," said Iron Man. "Still every little bit helps…let's see, just one more calibration, and we're all set to…."

Iron Man suddenly paused, not finishing the sentence, when he felt a tingling feeling in his armor.

"Is there a problem?" asked Spider-Man.

"It appears there is an anomaly in my armor," replied Iron Man just as the web slinger's spider sense went into overdrive.

" _Yeah I'd say there was an anomaly," thought Spider-Man as he looked from side to side, before he spotted two figures up on the side of the building, one of them with a remote control device._

"Iron Man, look out!" shouted Spider-Man and Iron Man turned, but found himself unable to control his own armor. Iron Man was blasted upwards, trying to fight.

"Access emergency protocols!" muttered Iron Man in a frantic tone of voice. "Locked out!"

"Hold it right there!" responded Spider-Man as he tried to kick up.

"The web head's after us!"

"Yeah, in that clunky thing, he could barely control it, but this should keep him out off our back. We can control Iron Man's armor, remember"

Suddenly, Iron Man turned, before his weapon protocols were engaged and they began firing right at Spider-Man, who despite his armor being mostly calibrated, managed to avoid the shots, just barely.

"Spider-Man get out of here, I can't control it!" shouted Iron Man.

"Yeah, welcome to my world," grumbled Spider-Man.

" _Technology, got to love it," thought Spider-Man bitterly._

"Somebody must have found a way to hack into my armor!" shouted Iron Man.

"Yeah, I guessed that," said Spider-Man dryly. "Seriously, you should really be careful who you share your passwords with it could…"

Much to his discomfort, Spider-Man was cut off and a laser cut right through the air and impacted the armor, which caused it to beep.

"Armor overheating, armor reaching critical mass," said the computer. "Beginning to enact protection protocols…error, protection protocols not properly calibrated….armor unable to response….evacuate or risk termination."

" _Yeah, that would be the one thing that he didn't manage to properly calibrate," thought Spider-Man as another blast moved through the air and he had to think quickly._

XXXXX-XXXXX

The two figures in the distance watched, as the armor containing Spider-Man blew to smithereens, causing it to crash down onto the street with another explosion and smoke and fire began to shoot into the air, as a shocked Iron Man looked on, helplessly.

"That's it for the web head," said the man with the remote as he watched with absolute glee. "Boss, Iron Man is on his way, I'm sure you can take it from here and Spider-Man is finished."

"Excellent, this is turning out to be my crowning triumph," said the voice that belonged to Abner Jenkins, otherwise known as the Beetle

XXXXX-XXXXX

A hand pushed wreckage away, including a smoldering, melting spider armor and Spider-Man gingerly pulled himself out the wreckage, wearing his regular outfit and rolled over, getting to his feet.

" _And what have we learned today, Pete?" asked Spider-Man to himself. "Oh yeah, when your girlfriend tells you that something is a stupid idea, it most likely is one…I really should have already have know that."_

With a simple gesture, Spider-Man brushed the soot and wreckage off of his shoulder.

" _Good thing I thought to wear my other outfit underneath this armor," thought Spider-Man. "And good thing I managed to get free before the armor blew up. Too close, that burn's a nasty one."_

Spider-Man caught his breath and gazed up, where Iron Man was just a speck in the distance.

" _Going to be a bit harder without my web shooters, but no time to get them now," thought Spider-Man. "Of course, I should have known this might happen, but live and learn, now got to catch up to Iron Man before I lose him…and the hard way too without web slinging."_

Without another word or stray thought, Spider-Man went off in pursuit of Iron Man, as he hoped that he would not be too late.

XXXXX-XXXXX

Iron Man struggled, but found that since the armor had been locked down, he was merely a man in an extremely heavy shell that was nowhere near his control to maneuver. The figure of Abner Jenkins walked over and walked over to Iron Man.

"You thought you had power but in the end, you proved to be wrong and in a while, you'll be dead wrong," said Jenkins with a sadistic glint in his eye. "While I do have a detailed scan of your armor, as evidence by my ability to take control of it, I wish to ensure that I have everything that I need to upgrade my armor to become more powerful than yours. The process should only take about five minutes, maybe less."

"You won't get away with this, Jenkins," said Iron Man but Jenkins just laughed.

"Yes, I expected you say such a played line, hero," said Jenkins. "But the fact is I already have. Within moments I will have the armor design and then I will be able to rule this city. They will learn to fear the Beetle. And as for you, Iron Man, since you will be obsolete, you will share the same fate as everything else that is the previous model. You will be disposed in that scrap crusher over there, to be recycled, both the suit and the fool that Stark had conned into wearing it as well."

Iron Man began to struggle but found that with his armor completely locked down.

" _Spider-Man was right, it's not the armor that makes the man, it's the man that makes the armor," thought Iron Man. "Now I've just proven what kind of man Tony Stark is. Weak, powerless, at the mercy of the villain…no use struggling, this is hopeless and even then I killed a man. I should have never tried to play this hero bit."_

"It's done, Beetle"

"Excellent," said Jenkins as he admired his new and improved armor. "And just think, Stark deciding to deny my genius opened the doors from this revolutionary armor. New York will have a new master and it's the Beetle. It's a shame that you'll be scrapped and recycled. You won't be able to thank Stark for the fix that you're in. Of course, I'll make sure to thank him properly when he gets a first taste of what he missed personally."

Now dressed in full armor, Beetle prepared to operate the Iron Man armor, so the hero would throw himself into the scrap crusher. The villain took a few seconds to admire the struggles.

"You're persistent," said Beetle. "But it is futile. Nobody can stop me now."

"Hi, I'm nobody!" called Spider-Man as he moved into the window and faced off against the Beetle, was shocked momentarily.

"Spider-Man?" asked Beetle in shock. "But it can't be, you're dead!"

"I got better," dead panned Spider-Man. "But you won't be!"

Beetle turned and he immediately went right at Spider-Man. With a casual motion, he knocked Spider-Man right on his back. Spider-Man bounced up, using his agility to narrowly avoid the attack from Beetle. Spiraling in the air, Spider-Man was caught in mid kick and thrown right to the side. Beetle grabbed Spider-Man by the arms and pinned him against the wall.

"You see, Spider-Man, this armor is stronger than Iron Man's!" yelled Beetle as he pinned Spider-Man against the wall. "You can't outrun that so what makes you think you can outrun mine."

Spider-Man managed to shove Beetle off and Beetle moved around, as the two engaged in combat. Really wishing he had his webbing, Spider-Man had to improvise, with a can of an adhesive substance of some sort. Beetle nearly dodged being webbed up by adhesive in the can.

In an instant, Spider-Man found his back slammed against the wall, as Beetle choked him. Struggling, the web head attempted to kick Beetle off, but the strength of the armor was incredible.

" _Got to gain the necessary leverage before he takes the life out of me," thought Spider-Man as he managed to get underneath the Beatle and kick him off. The villain was staggered and Spider-Man bounced off the wall, leaping at Beatle, in an attempt to pin him down, but Beatle quickly reversed the position and once again tried to choke the life out of Spider-Man. "Got a few more seconds to get out, before I'm unable to breath."_

"You should have stayed down when you had the chance," said Beetle, as he rammed Spider-Man in the head with the side of the elbow, before he blasted up, grabbing the web head by the shirt, as he continued his descent upwards, before he sent out a grapping line, which hooked onto the switch for the scrap crusher. "I planned this little fate for Iron Man, but you know you'll do just as well. The guy who owns this place will love me when he has to scrape your guts out of it but oh well, that's his problem."

Iron Man watched this grim situation, as he managed to weakly lift an arm. He was still pretty much locked out but he felt like he had to do something. He just could not let the Beetle murder Spider-Man and in such a messy way at that.

" _Think Stark, you're supposed to be a genius, got to override his control," thought Iron Man. "Almost got in right now, yes I've got it, don't know how long I can or how much power that will give me but just enough to break free and save him."_

Iron Man busted free from his restraints as his armor flashed, warning him that the power was being exerted in a way that it was never meant to be, as he watched Beetle throw Spider-Man downwards. Rocket thrusters engaged, Iron Man managed to catch Spider-Man and get him safely to the ground.

Immediately, Beetle moved forward for the control device, but using his speed, Spider-Man kicked it away, before he crushed it under his foot.

"No, thank you, I've already fought enough controlled super heroes lately," said Spider-Man.

"You might have crushed my device, but he's still under my control…." Started Beetle but Spider-Man rocketed him backwards with an uppercut. The villain was stunned, as Spider-Man winced as his hand was sore, but he also dented the jaw of the armor. "Impossible, it was supposed to be strong enough to withstand anything."

"Withstand this Beetle!" yelled Spider-Man as he managed to muscle up a cinderblock and heaved it into the air, causing it to smash against Beetle's armor. The controls system was slightly off kilter, as Spider-Man ducked his head, rolling forward, but Beetle dove down, firing lasers, not caring what they hit and a part of the ground exploded, causing Spider-Man to launch up.

"Nice try, but you don't win, not this time," said Beetle, as he held Spider-Man's head and prepared to cave it in, but Iron Man, despite being mostly depowered and the suit with just enough reserve power to walk, picked up a crowbar and attempted to pry the back of the Beetle's suit open.

Beetle spun around and knocked Iron Man down, but what he ignored was the back of the suit had been damaged, to reveal that a fuel line that was powering the suit. With all of his might, Spider-Man got up to his feet and gripped the fuel line. With all of his spider strength, he ripped it out. Beetle took a step forward.

"The suit has reserve power, you fool!" yelled Beetle but the next punch knocked him right into the scrap crusher. Beetle staggered over the edge, before Spider-Man pulled the lever, just enough to trap him in there but not enough to crush him.

"Not anymore," said Spider-Man as he forced open the front panel of the suit and began ripping wires out, dismantling it bit by bit. Beetle struggled but now he was just a man, as Spider-Man ripped off his suit, before freeing him from the scrap crusher. The only part of his armor still intact was the legs and they were quickly fastened together by the adhesive.

Without the suit, he was completely powerless and Spider-Man moved over to Iron Man, as he took a step forward.

"I believe you can figure out how to regain control of your suit with this destroyed," replied Spider-Man. "You know, you did good enough without the suit, distracting him."

"Yeah but I think I will stick with the suit, it does work well enough for me," said Iron Man. "I just got to make my encryption more airtight."

Iron Man paused and he looked to Spider-Man.

"I guess some of us do need a super powered suit to fight and some of us can just go by with their wits and a little help from something they made out of their garage," said Iron Man. "Now I know why you're a hero, because it's not what you have, it's what you do and I respect that."

"I do what I can," said Spider-Man.

"As will I, believe me," said Iron Man. "It's funny, this was just a little test run to see how the suit works, nothing more than a hobby, but now I realize that I can actually do good."

"Believe me, the more the merrier, less trouble for me," said Spider-Man as the two heroes shared a laugh. "Now, let's leave this joker for the police and hopefully he'll be put away for a long time this time."

"I do hope you are right, Spider-Man," said Iron Man. "Perhaps we'll team up again one day."

"I wouldn't doubt it, I do have the tendency to run into super heroes in this city very often," said Spider-Man as he took a step forward, relieved. He just hoped that the Beetle would be in a more secure cell this time.

XXXXX-XXXXX

"As you can see by the pictures, Iron Man's technology might be good but Spider-Man's spider powers were the thing that helped defeat the Beetle," said Peter to Harry and Gwen the next day. "Not that Iron Man didn't do his share but it just proves that technology isn't everything. Trust me, I was there."

"Yeah, in the corner taking pictures," said Harry. "Unseen by everyone."

"Hey, better to be in the corner where it's safe," said Peter.

"If only," muttered Gwen so only Peter could hear her.

"Good thing Spider-Man ditched that armor, I mean, it made him like a tool," said Harry. "Tell him that for me next time you're taking his picture."

"I'll be sure to relay the message," said Peter.

"Anyway, I heard about the band playing at the prom," said Harry suddenly changing the subject.

"The prom?" started Peter.

"Yes, Pete, the prom, you know big school wide thing that's happening next week, go on a date, dance, put yourself into bankruptcy by overspending on your date, then half of the class gets wasted and gets suspended, you know the prom," said Harry.

"Yes, I am quite aware of what it is," said Peter.

"Don't tell me you forgot about it," said Harry.

"Well, yes, I mean no, I mean, Gwen please don't kill me," said Peter but Gwen just looked rather amused and resigned at the same time.

"Peter, it's no big deal," said Gwen. "Given our luck with school events, it wasn't really something that I'm looking forward to all that much."

"Yeah, but what's the chance that the Hulk's going to crash the prom?" asked Harry and Peter just gave him a look. "Okay, in this city, there's a pretty good chance, but really."

" _Chances are that a super villain is going to show up and ruin the night…pretty good actually," thought Peter. "Chances are that Spider-Man's going to get blamed for this somehow….even better."_

"We can go and try and have a good time," said Peter.

"That's all I ask for," said Gwen. "And if you spend one cent on a limo that you can't afford…."

"I can lend you one after all, I mean I got about six of them," said Harry but then he coughed.

"You mean your Dad has about six of them," said Peter.

"No, I have six of them, Dad has about twenty," said Harry.

"What on earth would someone need with twenty limos?" asked Gwen.

"Please, Gwen, this is the least of my father's problems," said Harry and that was a point that could not be disputed. "Anyway, the band, the Mercy Killers are going to be playing."

"Who?" asked Peter and Gwen looked equally baffled.

"You know, the Mercy Killers, you know them, they did the thing with the…" stated Harry. "Who are the Mercy Killers anyway?"

"Proof that the school budget obviously hit its lowest level in years," said Gwen as the bell rang and they had to make their way to their respective classes.


	46. Criminal Clairvoyant Part One

**Chapter Forty Six: The Criminal Clairvoyant Part I:**

" _Seriously what's with these criminals and their obsession with robbing banks this early in the morning," thought Spider-Man in an irritated voice, as he left a group of thugs webbed up. "Couldn't they pick a decent hour of the day? As in one that won't make me late for school? Which I'm going to be late again, for like the third time this week. Five minutes…yeah that's gong to be a tough one to spin and….why is there a tent in the middle of the street?"_

Spider-Man swung around and seconds later, Peter Parker reemerged from an alleyway, as there were many people who looked annoyed, being stopped on their way to work, as there was a tent on a platform and taking a tentative step forward, but he was stopped by two surly looking guards, dressed in chain mail.

"Hey what gives?" asked Peter.

"Be silent and respectful," said a guard shortly.

"The grand mystic has blessed you and to shun this gift will bring a curse upon yourself," said a second guard as there was some angry people walking around, as the curtain opened up with an Indian Man, dressed in robes of some sort exited.

"Greetings friends," said the Indian man in a jovial voice. "And may many blessings greet you on this fine day. But truly this is the start of a blessed day, as the grand mystic, Reo has decided to come to this land to bless you with his wisdom. He has the ability to foresee the future."

There was much disbelief and Peter just stood there with a frown on his face, as the curtain opened, and a man, with his face obscured slightly in the shadows, only his eyes visible sat in front of a crystal ball, where green smoke billowed out of it.

"Yes, yes, yes, I do believe that Mr. Reo has decided to give us the benefit of his foresight and has the following prediction about a grave incident," said the Indian man. "A crime is to be committed within this very city."

" _Really, a crime committed, in New York of all places," thought Peter sarcastically. "I mean, you must be clairvoyant to predict something like that."_

Reo did not move and a creepy detached voice came from where he sat.

"Mischief is at hand. Yet it can be averted. Stop and listen to this proclamation. Time is of the essence. Each second counts dearly. Risk ignoring at your own peril. I give this prediction Orion's star will be stolen."

The tent immediately closed at these words.

"He has spoken. All hail the grand mystic. All hail Reo."

" _Wow, vague much," thought Peter. "I mean, either give a prediction or don't give one. Orion's star..what does that even mean? Let's see, Orion is a constellation, but how can anyone steal a constellation. I'm thinking this Reo guy is a crackpot and not even a convincing one. And now I'm ten minutes late. Maybe I can get there during the end of the first period."_

Unfortunately the day was not about ready to get worse as Peter had run afoul of a substitute teacher.

A particularly cranky and elderly substitute teacher that looked about ready to crumble to dust any time and looked like she absolutely hated everything about having to teach. She was glaring at Peter, her beak like nose flaring with anger.

" _Wow, I didn't know the Vulture had a twin sister," thought Peter._

"Mr. Parker, do you realize that you are nearly thirty minutes tardy," said the substitute teacher.

"Wow, that long, boy time sure flies in the morning, look there was this crazy mystic and this tent and I got tied up," said Peter which caused a few disbelieving glares and the teacher was buying none of this.

"You think you're funny young man?" asked the substitute teacher. "Let's see how funny you'll be when you spend some quality time in detention."

Peter just winced, he had been hoping to avoid a detention, it was looking bad on his permanent record to get so many because of his habit of being late as Spider-Man. He sat down in the chair, as the foul old bird of a substitute. He sank down in the seat, barely paying attention.

XXXXX-XXXXX

"Man, Pete, a week worth of detentions," said Harry. "Good job in hacking that old bird off, I don't even think I could have done that well."

"Well, how was I supposed to know that she was going to get upset that I would correct her when she got a simple scientific fact wrong?" asked Peter.

"Simple for you, or simple for a normal person," said Harry.

"Depends on what your definition of complicated is," commented Gwen as she walked in behind them and joined them. "Let me guess, you were late again."

"I was not going to be that late this time," said Peter. "Long story, but this one isn't my fault this time."

"Yeah, just like all of the other times weren't your fault," said Harry. "Well at least you make it to school, it's the thought that counts. Remember during my Freshman year when I forgot that this place existed half of the time."

"Vividly," said Peter as he walked down the hall. "You improved though, you actually show up most of the time."

"I guess you can call it that," said Harry. "Better head off, it's a bit of a walk to next period. Catch you later, Pete, Gwen."

"Okay, bye Harry," said Peter.

"See you later," said Gwen half interested before she turned to Peter. "I don't supposed your lateness had anything to do with the robbery this morning."

"A couple of guys knocking off a convenience store, really standard procedure," said Peter.

"Not exactly," said Gwen. "I just heard right after I left first period. Someone knocked off the museum, they stole one painting, I can't remember the name of it, but it was worth a lot of money, something not to do about a constellation."

"Would it happen to be called Orion's Star?" asked Peter suddenly.

"Yeah that's it…so you do know," said Gwen.

"So that prediction that he made was right," said Peter and Gwen looked at him with a curious expression.

With that, Peter proceeded to explain to Gwen what happened during his encounter with the mysterious mystic.

"This is too perfect to be a coincidence," said Gwen after a moment but the warning bell rang.

"Worry about it later," said Peter. "I don't want to miss another class."

"True," said Gwen as the two parted ways.

" _I smell a rat," thought Peter. "The guy predicts a crime that happens and then it happens. Almost too perfect. I don't believe a guy can tell the future."_

XXXXX-XXXXX

That afternoon, the tent had arrived in the middle of the city and an even larger crowd had gathered, just as Peter had made his way from detention. An even larger crowd had gathered around than before, at least half as large, all of them gathered around at the tent, as the mysterious Indian man stepped outside, to address the crowd.

"Friends, the power of the grand mystic is true as you have seen, the crime has been committed this morning, the theft of a priceless painting, worth a small fortune," said the Indian Man. "His power is very real and the power flows within him. The matter of foresight that Reo has is the truth. You should all accept him, he can sense what is to come and perhaps if the heavens smile upon you enough, he will bless you with his presence with another proclamation of what's to come."

People muttered excitedly even though there was a few people that were skeptic.

"So, that's the mystic?" asked Gwen as she arrived. "Figured that I'd wait up for you."

"Thanks Gwen," said Peter gratefully.

"No problem," answered Gwen. "I'm a bit curious myself about this."

"You can't be buying into what this guy is saying," said Peter in disbelief.

"No don't be ridiculous, but there's a lot of people here that do," muttered Gwen, as the two teenagers were getting a lot of dirty looks about daring to break the silence and the atmosphere in the area around them.

"Wow, serious business," said a red haired girl dryly standing right behind Peter and Gwen. "What, is this guy going to give us the key to world peace or curing all disease?"

"No, he's going to predict a crime is going to happen," replied Peter without thinking.

"All that hype that, what a bring down," muttered the girl before she caught a good look at who she was talking to. "Peter, Peter Parker? Is that you?"

"Pardon me?" asked Peter in surprise, as did Gwen, who was very curious how an attractive red head had knew Peter. "Have we met?"

"Well, technically we haven't mean, but I've heard a lot about you, my aunt's neighbors with your aunt," said the girl eying Peter with interest. "I've seen you a couple of times when I was over to visit my aunt during the holidays. Mary Jane Watson by the way."

"Oh, you're Mrs. Watson's niece, of course," said Peter remembering something. "Aunt May mentioned you might be moving in permanently, I didn't really pay it much mind until now."

"I've actually been there for a week, but never got a chance to say hello until now," said Mary Jane brightly. "I mean you're running off all of the time, not getting back until later at night and that's when I go out. I mean, I'm not about to stay in a house in a neighborhood and be bored in a city like this."

"Well if this city has anything its excitement," said Peter. "Whether that's good or bad, well that really depends on you."

"At least it's never dull and beside's what's life without a little bit of danger," said Mary Jane.

"Peaceful," remarked Gwen and Mary Jane looked at Gwen with a raised eyebrow. "Oh sorry, Gwen Stacy, I'm Peter's girlfriend."

"Nice to meet you Gwen, wow, girlfriend, it's no wonder your aunt stopped talking to my aunt about arranging us on a blind date," said Mary Jane and Gwen looked at her. "Oh don't worry, this was a couple years ago, I bet a long time before you two even had the nerve to get together."

"Well, pretty good thing that happened, Mary Jane, I mean you seem like a perfectly nice person," said Gwen. "I would hate to have to hurt you."

The two girls just laughed in amusement.

"You know, I thought you were the straight and narrow type, I mean, your Dad's Police Captain, right?" asked Mary Jane and Gwen responded with a nod. "I think we'll get along good enough."

Gwen just nodded with a smile, but it was a slightly uneasy one, as if she was trying to access how much of a threat this girl was.

"Besides don't worry, I won't try anything with Peter when you're with him," said Mary Jane as if she sensed Gwen's worries before she added with a wink. "Unless you get bored with him and by all means let me know."

"Well my mind is at ease," said Gwen dryly.

"Seriously, you two look very happy together and I wouldn't want to ruin that," said Mary Jane. "Besides, I don't think I'm up for anything that committed right now. I'm more of a go with the flow type of girl and this relationship thing just isn't my cup of tea but I guess some people are that committed, like you two."

Mary Jane looked up as the crowd was tense and they seemed suddenly annoyed by the conversation going on.

"Well, I wouldn't want to rain on these people's parade," remarked Mary Jane. "I've got to get going anyway, things to do, people to meet. Maybe I'll see you around sometime."

Without waiting for them to respond, Mary Jane walked off.

"So, what did you think of her Peter?" asked Gwen calmly.

"Interesting," said Peter who felt this was the safest answer possible. Of course, considering that he was not sure what he thought contributed to a great deal of his vagueness.

"That's one way to put it," remarked Gwen in a hushed voice, but her attention was diverted by the smoke appearing from the tent and it opening. The crowd went into a silent hush, as Peter prepared to dash into action.

"Reo speaks, he imparts his wisdom on you! A crime will be committed. "

The door opened and the only thing that was visible from the shadows was a pair of unmoving eyes, before Reo began to speak in his emotionless monotone.

"Mystic sands unravel to show ups what is to pass. You will learn much if the veil behind this words are pierced. Stop and pay attention to this premonition. Errors will be costly should you ignore this. Rows of diamonds will be purloined. In precisely fifteen minutes from this time. On the fifth street from liberty."

There was a gasp as the tent closed as there was an eerie feeling and Peter went over the words.

"Sounded like a bunch of fragmented nonsense to me," muttered someone.

"He predicted the crime earlier to the letter, he can do it again!"

As he went over the words in his head over and over again, the light bulb went off in Peter's head.

"Gwen, see you later, I've got to go to work," said Peter giving her a quick kiss before he moved off to change into Spider-Man. If he hurried and this was not a bunch of nonsense, he might be able to catch the thieves in the act. Thieves that he was certain were tied to this Reo character in some way.

XXXXX-XXXXX

"Alright, we need to get these diamonds out of here so we can have them fenced," said one of the thieves, one of a trio. One had a crowbar that he pried open the glass case but a line of webbing shot out and pulled the crowbar from the grip of the thief.

"Great, it's the web creep, I just got out of jail and I was there because of him!"

"Just don't stand there, get him!"

"Don't you know that never works," said Spider-Man shaking his head, as he dodged one of the thieves charging him, but obviously the attack missed and the thief connected right with the wall. Spider-Man shot a line of webbing around the thief to incapacitate him. A swing was avoided as the second thief was webbed up. "And that doesn't really work all that much either."

The third thief held a switch blade and sliced at the air towards Spider-Man but Spider-Man dodged the attack and pulled the weapon from his hand, before he flung the guy up and webbed him to the ceiling by his feet.

"Okay, I've got questions, I'm pretty sure you got answers," said Spider-Man. "What's this Reo's game?"

"Reo, I don't know what you're talking about!" stammered the thief as he swung from the ceiling. "We're not working for anyone, I swear, except with each other, split the take, we'll cut you in if you let us go."

"I'm not asking you again," said Spider-Man in a frustrated voice, as if it pained him to say this. "Look, Reo predicted this crime and obviously set it up for some bigger purpose to scam the city. Why did he do it?"

"Are you saying that some kook fortune teller told you that we're going to pull this job?" asked the thief in disbelief before he began to laugh like a crazed lunatic. "That's a good one, a really good one. I think you've been inhaling your own webbing too much, Spider-Man."

" _Great, these goons don't know anything, which means that Reo is not behind this and might be actually legit," thought Spider-Man but he shook his head side to side. "No get a grip, Spidey, no one can predict the future. He's trying to dupe me into thinking something like that. Think, there has to be something that I'm not missing. An important piece to the puzzle and I know just where to find that piece of the puzzle. Go straight to the source."_

XXXXX-XXXXX

"So you were there, both you and Peter, when that mystic gave his prediction," said Captain Stacy, as his daughter sat at the table late in the evening.

"Yes, the so called mystic, and it turns out he was right about both crimes," said Gwen. "Maybe its just me, doesn't that seem odd to you?"

"Odd doesn't cover this, Spider-Man apprehended three thieves that were behind the second crime that Reo predicted," said Captain Stacy. "As it turns out, these thieves weren't that human. In fact, they were robots that the bomb squad had to deactivate immediately before they detonated. No one got hurt and I'd imagine that Spider-Man didn't even know they were robots."

" _Robots, why didn't Peter's spider sense not pick that up?" thought Gwen._

"But, Dad, shouldn't that be a reason to arrest this Reo guy?" asked Gwen.

"The problem is, even though it's evident that Reo may be behind this, there is no proof that will hold up in court and nothing tangible to get a warrant," said Captain Stacy with a defeated sigh. "Besides, there are more than a few people that buy into his predictions as the gospel truth."

Captain Stacy just sighed.

"There aren't any laws against people making predictions about crimes that will happen, even though that does raise some interesting suspicions," said Captain Stacy. "Gwen, I wouldn't worry about it too much, some conman predicting a few petty crimes is nothing to lose sleep over."

"I find exploding robots to a concern," said Gwen but she felt she had to relay this information to Peter, because he would find it very interesting. "I just remembered, I have some homework to get done, must have slipped my mind in all of the excitement."

Gwen hurried away without another word, leaving her father sitting there. Had she turned around, she would have seen the knowing smile on his face.

XXXXX-XXXXX

"Robots, you say, Gwen," whispered Spider-Man.

"Yes, that's what I said, rigged to explode," said Gwen.

"No wonder that didn't know anything, because they were being controlled," said Spider-Man. "But why didn't my spider sense pick it up?"

"That's what I wanted to know," answered Gwen. "Maybe they weren't a direct threat to you."

"That'd be a first," dead panned Spider-Man as he moved in. "Yeah, you may be onto something, but what?"

"Isn't that what you're trying to find out?" asked Gwen.

"Well, yeah, but I have to find the place first…found it!" muttered Spider-Man triumphantly. "No one appears to be around, that's a good side, I've got to go."

"Okay, talk to you tomorrow, Peter," said Gwen. "Don't get blown up or anything."

"Thanks for the encouragement Gwen," said Peter.

"Seriously, really don't," replied Gwen. "Bye."

"Bye," said Spider-Man as he quickly put his cell phone away, before he dropped down to the ground carefully. The area that the tent was located looked mostly abandoned but looks could most certainly be deceiving to even the most observant person.

" _Looks normal from the outside," thought Spider-Man as he went around and carefully checked underneath the platform. "Nothing out of the ordinary underneath here either, no traps, not even any dust…wait, yes there's something, residue of some sort, maybe from that smoke show that he did. Now to look inside."_

With a careful movement, Spider-Man put his hands on the side of the tent but suddenly his spider sense went up as two large guards walked out from the shadow.

" _The same two goons that grabbed me when I got a bit too close this morning," thought Peter._

"Halt, who goes there?" demanded a guard.

"You are charged with trespassing," said the other guard.

"Go forth or we will remove you from the premises," said the first guard as he grabbed Spider-Man by the arm but Spider-Man caught him with an uppercut.

"Look, your boss is up to something and I will find out what," said Spider-Man but he winced as a second punch just struck solid abs.

Solid metal abs that caused a great spasm of pain to come through his hand. The guard reached forward and grabbed Spider-Man before he flung the web slinger off to the side with great ease. Spider-Man bounced back to his feet and the guard walloped Spider-Man with two punches that knocked the wind out of him.

The other wrapped his arms around the web slinger with great strength.

" _These guys are too strong to be humans, robots of course," thought Spider-Man as he struggled, in an attempt to use all of his spider strength to break free but he found that effort to be futile._

The guard stepped forward but at the last second, Spider-Man kicked off, managing to free himself. With expert precision, he landed right on his feet and then shot a line of webbing out, wrapping around the arms of the robot guard. The guard just broke the webbing and plowed Spider-Man down to the ground, causing the ground to crack slightly.

The two robot guards hoisted Spider-Man up and walked him over.

"Let go of me!" shouted Spider-Man and two guards obliged by throwing Spider-Man right across the street, causing to land on the sidewalk with a thud. The two guards walked off, as the platform began to roll across the street and Spider-Man brushed himself up.

The web slinger shot a line of webbing across a street post and began to swing forward right towards the platform as it continued to move down the street, with the two guards moving along with it. The platform had continued to move and had turned a corner.

At that moment, Spider-Man swung around the corner and stopped short at what he saw.

Or rather what he did not see.

" _Vanished, how, it couldn't have vanished, could it?" thought Spider-Man in a confused manner as he swung around the corner as he looked around but sure enough it was gone. There were no tire tracks, no anything, no sign that it had ever been there at all. "A moving platform with a tent and two giant robotic henchmen who looked like they came out of a Roman Gladiator movie…why does an Indian mystic have Roman henchmen anyway? That doesn't make any sense…oh well best not to think about it Spidey, you might fry your brain."_

Spider-Man swung around, as if hoping for the platform to magically appear. It was quite possible, that he had mistaken the street that it had went down at his high altitude although it was not a mistake that he had made before. Swinging around, Spider-Man went to the other side street, but knowing his luck, all of the time that he was looking for the platform, it had made a clean getaway.

The moment Spider-Man had left the side street, the platform had reappeared, with the two guards and a shadowed figure, with a hint of a cape and a bowl shaped head watching in the distance as Spider-Man had swung in the distance.

Everything was going to plan.

XXXXX-XXXXX

" _Well, I've seen quite a few insane things in my day," thought Peter as he had made his way into school the next morning. "However, this is the craziest of them all. That platform, vanished, with no trace on either side, not even a track, not even a hint. Maybe this guy is some kind of…this is absurd. There has to be a perfectly logical explanation for this"_

"You won't believe this," said Gwen suddenly, as she walked up and Harry and Liz were right behind her.

"Believe me, I've seen much more insane things," said Peter but before Gwen could respond, Harry cut in.

"That mystic predicted another crime but the strange part about this is Spider-Man's the one who he says is going to commit it," said Harry.

"Pardon me?" asked Peter.

"Yeah, but he's been right on all of the other crimes, maybe he'll be right on this one," said Liz.

"Or he's behind it," suggested Gwen calmly and Liz just shrugged.

"What did he predict?" asked Peter.

"Oh, something, let me see, I wrote it down," said Gwen.

"Why did you even right that down if you thought it was sketchy?" asked Harry.

"For reference," said Gwen but before Harry could ask for what, Gwen read the prediction. "Mystic forces have been unraveled. Yarns of fate have been snapped. Spider-Man will be the culprit now. Theft will occur from the man who had assumed to be ally will fall. Right at the Halls of Midtown High School. In the pause between bells. Only Spider-Man will profit."

Gwen paused for a few seconds as she read over the absurd sounding statement.

"I feel my IQ dropping reading this," concluded Gwen.

"The pause between bells?" asked Harry.

"Maybe between the warning bell and the tardy bell," suggested Liz.

"Which is interesting because Peter's not normally here when the first bell rings," commented Harry.

" _I wonder what Reo's game is," thought Peter but suddenly, there was sounds of screaming in the hallway._

"Alright, kids, your friendly neighborhood Spider-Man is here to take a bit of his well earned payment to protecting all of you people," said an exact replica of Spider-Man as he swung into the hallways. A pair of teachers moved in but they were webbed up immediately. "Now, none of you, I'm just going to get my just do and I'll be out here right away."

Peter took a step towards a hallway to change, but the duplicate had swung a large net of webbing, which wrapped around Peter, causing him to slam right down to the ground.

"Alright, none of you are going to move and none of you will find yourselves in a sticky situation," said the duplicate, as he swung to the wall.

"What does he want?"

"Give him anything, just get him out of here!"

"Spidey's gone bad?"

"Always knew there was something wrong about him."

"Just take what you want, just leave the kids alone!"

"Don't mind if I do," said the duplicate, as he crawled in a space between two bells and he pried a solid gold plaque. "Nice item, located in the pause between the bells. Should fetch some cash for me."

The duplicate crawled off as Peter felt helpless. He could easily break out of this webbing, mostly due to the fact it was a cheap knockoff of his own and not as storng, but it would reveal that he had his powers and then he would blow his secret identity. He moved out into the city as there was absolute chaos in the hallway. In the chaos, Peter broke the webbing wrapped around him when no one was looking.

" _I'm not going to get him, not in time, boy this is going to give Jameson some fuel to the fire," thought Peter. "Not to mention not going to be good for my PR. I've got to find a way to fix this but how?"_

"Peter, over here!" called Gwen and Peter moved over there, while they were a way out of the chaos.

"I don't think Mr. Reo was too fond of me trying to uncover his little scam last night," started Peter but Gwen's eyes just snapped up and something clicked in Peter's head at the same time.

"Mr. Reo?" asked Gwen suddenly realizing something about at the same time Peter did.

"Mister Reo?" repeated Peter before slowly breaking it down on syllable at a time. "Mis-Ter-Re-Oh!"

The two teenagers exchanged a look and Gwen quickly rewrote the last prediction down on back of a piece of paper, each sentence occupying one line at a time.

Mystic forces have become unraveled.

Yarns of fate have become snapped

Spider-Man is the culprit now

Theft will occur from the man who you judged to be a hero

Even those who had assumed him to be ally will fall.

Right at the Halls of Midtown High School.

In the pause between bells.

Only Spider-Man will profit.


	47. Criminal Clairvoyant Part Two

**Chapter Forty Seven: The Criminal Clairvoyant Part II:**

" _Mysterio, locked up in Ravencroft the last time I checked…yeah I know, means nothing, means nothing at all," thought Spider-Man. "What's strange this time the breakout hasn't been reported. Oh well, I'll find out when I get there."_

"Citizens of New York, for too long I have cleaned up after your mess!" shouted the voice of the Spider-Man duplicate and the real Spider-Man swung around, before he clung to the side of the building. "I have saved your pathetic lives time after time from villain after villain but no more. I will continue to be your hero, but for a price. I will rob every single house within this state and take the most valuable item as penitence for your crimes."

The people booed.

"You can't stop me and neither can the police, because of the fact they couldn't even catch a random mugger off of the street," taunted the duplicate but the real Spider-Man stood up from behind him and the duplicate turned around. "Oh what's this, someone trying to be a hero dressing up like me, the real Spider-Man."

"Yeah, right, you're the imposter," said Spider-Man. "If you were the real Spider-Man, could you do this?"

With a movement, Spider-Man sprung forward with a kick but the duplicate whirled around to avoid it and then launched Spider-Man over the side of the building with a kick.

"Oh but I can," said the duplicate, as Spider-Man tried to pull himself up, but the duplicate sprung into the air, before pulling up Spider-Man and then he threw the real deal to the ground. "Anything you can do, I can do better."

The faux web head wrapped Spider-Man up in webbing but the web head quickly broke his bindings and aimed a punch but with expert reflexes, the duplicate blocked and gave a twist to the arm, to force Spider-Man on his hands and knees. The duplicate struck Spider-Man with another kick right to the ribs.

"Anyone else willing to play the hero will get more of the same," said the duplicate Spider-Man but the real web head caught into a television news helicopter that was flying low with a line of webbing, before pulling himself up and swinging. The tight grip of the duplicate proved to be his undoing, as the duplicate crashed down. It sprang back up.

"You're going to have to get up earlier than that to beat…." Started Spider-Man before a net of webbing wrapped around him. This was a bit stronger than normal and the web head tried to get up, as the duplicate picked up a brick, before he raised it over his head, eyes glowing red.

With a burst of strength, the webbing was broken and Spider-Man caught the brick, pulling it away, before swinging it back and smashing it right into the duplicate, before he stepped back and launched himself right at the duplicate. Both foes spiraled over the side of the building, but at the last second, the genuine article grabbed onto the side of the building.

With a loud crash, the duplicate splattered on the sidewalk with sparks flying everywhere and two lines of webbing shot out. The dumpster was pulled around and the duplicate was smashed against the brick wall.

"EVERYONE BACK!" shouted Spider-Man as his spider sense had went off and the duplicate pushed himself out, overheating, his eyes blinking and Spider-Man braced for an attack, but the duplicate fell apart, leaving a mess of parts.

Spider-Man picked up a bag, with the golden plaque that the faux Spider-Man had stolen was slid right to the waiting police.

"I believe you can take it from here," said Spider-Man as most of the crowd looked on in confusion, as Spider-Man swung off. He still had to get to the bottom of this Mysterio situation.

" _Still don't know what his plan his," thought Spider-Man. "Nothing's adding up. Especially considering he hasn't technically broken out of Ravencroft. Surely he isn't masterminding the entire thing from the inside. Oh well, I'll figure this out when I get there."_

XXXXX-XXXXX

An orderly looked up from the desk, not really paying much attention to Spider-Man as he walked into the entrance of the asylum. Given that costumed individuals were rather common at Ravencroft, it was to little surprise that Spider-Man's entrance was not even met with the slightest bit of shock.

"May I help you, Spider-Man?" asked the orderly.

"I need to check on a prisoner, Quentin Beck, Mysterio," stated Spider-Man. "I have reason to believe that he is masterminding some scheme."

"Don't know why you'd think that Beck was up to something, the guy's been a model patient, never says a word or speaks out of turn, unlike some of the people here," stated the orderly. "Dr. Hamilton is confident that he will be let out soon, rehabilitated and ready to rejoin society."

Spider-Man held his tongue. He decided not to voice his concerns that Hamilton might not be the best authority on what was considered to be rehabilitated.

"If it would give you peace of mind, web head, I'll lead to Beck," stated the orderly and Spider-Man followed the orderly down a hallway, where several patients stirred and many of them stared at Spider-Man with contempt.

"Just wait web head, you might be so big outside of that door, but when I get out, I'm going to fry you!" called Max Dillon, alias Electro, held back by his restraints but a few stray sparks flew from inside the cell.

"Hey man, Spider-Man, hey, I'm going to chew out your eyeballs and hang you with your own optical nerves when I get out of here!" taunted a crazed looking prisoner with wild red hair cackling like a hyena on laughing gas, as he rocked back and forth.

The Scorpion just gave Spider-Man a deadly glare as he walked by, looking like he would rip Spider-Man to shreds if there was not a door in the way.

There were several more threats, until they reached the cell, where they saw Quentin Beck, who sat there, looking many times calmer than pretty much any other prisoner in the asylum. The cell looked like a standard jail cell, only with electrical bars instead of iron bars.

"These cells are reserved for our more well-behaved prisoners," explained the orderly. "The one's who do not have powers, as those would cause problems."

"Well Beck, good to see that you'll still here," said Spider-Man and Beck just responded with a calm nod. "What's the matter, Beck? No dramatic retort."

"He has made great strides, especially in the past three weeks," said the orderly. "When he received a package from his mother, a birthday cake."

"Wait a minute, he got a package and you gave it to him?" asked Spider-Man.

"Naturally we checked for any tools that could allow him out of the cell and found that it was just a normal birthday cake," defended the orderly. "See the box that it came in."

"With Mysterio, nothing is what it seems," said Spider-Man, suddenly shooting a line of webbing right into the cell and it passed right through Mysterio but it caught onto a box, which as Spider-Man shifted it, so did Mysterio. "The tools weren't in the cake. It was the box. The tools were the box! A disguised holographic image projector was smuggled in here."

The orderly looked horrified when he realized that he and his fellow orderlies had been duped. He made a movement to inform Doctor Hamilton leaving Spider-Man in the hall, to hear the threats given by the restrained prisoners.

" _Well, he's out, I've verified that," thought Spider-Man. "Now, I've got to figure out why. This doesn't make any sense what he's up to but since this is Mysterio, it has to have some kind of double meaning."_

Without another word, shutting out the threats of the patients of Ravencroft, many of which he had put there, he swung out, ready to keep an eye out for the tent. The next time "Reo" makes a prediction, Spider-Man would be ready to swoop in and take him out.

XXXXX-XXXXX

"Boss, it's just coming in on the police radio, they know that you're out of the nut house," stated a henchman, to a shadowed figure.

"Excellent, then all is going according to plans, the web head has deduced it in the manner that I had hoped," stated the voice in the shadows. "The stage is now set for the grandest proclamation of Reo the Mystic. The police will be all over at the wrong end of the city once I am pulling my grandest heist yet. Now get in position, I must get into character."

XXXXX-XXXXX

Throughout the entire city, the following words echoed in the same monotone that was prominent over the past couple of days.

_Misdirection is the key._

_Yet many will be sprung to serve as a distraction_

_Sinister forces are at work._

_Time runs short for all._

_Each criminal will be sprung._

_Ravencroft and Ryker's will be broken open_

_In twenty minutes, the city will be flooded with the criminal element._

_Only in the end will the ruse be uncovered._

"Captain Stacy, did you hear that?"

"Yes, it appears that we might have a fiasco on our hands, if this proclamation comes to pass."

There was a momentary pause.

"We have little time to move but I can't think that there is something unsettling. However, we can't afford a mass jailbreak. Everyone move."

Meanwhile, Spider-Man crawled around, having heard the source of the broadcast. He was unable to find where it was broadcasting from but he came to the conclusion that it was pre-taped. Pulling out his phone, he discreetly moved over to an area where he would not be overhead.

"Gwen, did you do what I asked you?"

"Yes, and you were right, Peter, there is a bit of a pattern. All of the places, including Ravencroft and Ryker's, make a straight line when you line them up."

"Good it's pointing right to Mysterio's true objective. What is it?"

"It's a chemical plant, off the edge of town. Fits in right well with Mysterio's MO, with all of his holographic tricks, he needs chemicals to make most of his illusions work….it works too well."

"What?"

"Misdirection is the key and the ruse will be uncovered. It's not pointing towards where he's going, it's pointing away. What's on the other side?"

"An abandoned storage locker facility…what could he want there?"

"That's the question. Give me the directions and I'll figure out what he wants."

XXXXX-XXXXX

A group of thugs walked into the abandoned facility, lead by Mysterio, who moved forward.

"At last the crime of the century will be committed and most importantly, funding for my next production will be acquired!" cheered Mysterio loudly, as his thugs just nodded and clapped, humoring their boss. "None will be able to stand up to the magnificent malevolence of the masterful Mysterio!"

"Yeah, but I betcha can't say that three times fast," quipped Spider-Man as he climbed in a window, to face Mysterio and his gang, which caused them to back off.

"Spider-Man, but it is impossible!" shouted Mysterio in a horrified manner. "You could not have deduced my plan, it was such a masterful tapestry of twists and turns and red herrings! I had everything planned out perfectly!"

"A bit too perfectly, Mysterio. Much like any great director, you used foreshadowing but you overplayed your hand a bit too much," said Spider-Man before he paused. "Not like you're a great director. Nothing but a cheap special effects artist of a bunch of Z-Level movies."

"How dare you!" bellowed Mysterio as he motioned for his henchmen to attack, but Spider-Man ducked and dodged their attacks. Two henchmen attempted to jump Spider-Man but they clonked heads and he webbed them together. Spider-Man flipped over another henchman and webbed his feet together, before bouncing off his back and then taking out his adversary. A henchmen choked Spider-Man from behind, but Spider-Man elbowed him, before he gracefully flipped over.

"When we these guys learn that they are out their league?" said Spider-Man as he dodged another attack bored and a blast of webbing had gift wrapped another thug for the police. "There, that's the hired help, now onto the big guy."

Spider-Man walked forward, as Mysterio managed to force his way into a storage locker.

"The game is over, Mysterio!" yelled Spider-Man.

"On the contrary, Spider-Man, I am merely into the second act!" shouted Mysterio as he raised his arms and suddenly, the ground beneath Spider-Man appeared to crumble beneath him.

" _At ease Spidey," thought Spider-Man as he braced himself. "Just illusions, really vivid illusions."_

A large boxing glove appeared in front of Spider-Man and a loud crack echoed, as Spider-Man was flung right to the ground.

" _And really painful illusions," thought Spider-Man groggily. "Okay, get it together, he's obviously using some kind of chemical to trick my brain to think that this is real and this hurts….get it together and remove his little toys."_

Spider-Man pulled himself up, as two large hooks swung around him. He dodged them both, if he had received the very vivid illusion that he was hacked to pieces, he shuddered what effects it might have in the real world.

"Okay, Mysterio, stop with the tricks and fight me!" yelled Spider-Man, as the ground beneath him appeared to turn into quicksand but Spider-Man shook it off.

"But I thought they were a bunch of Z-Level special effects!" cackled Mysterio. "Surely, someone of your caliber could figure out how to fight them? Unless you are willing to concede that I am your superior!"

Spider-Man braced himself before he began to move. The floor rumbled from underneath him and the web slinger was forced to evade each attack. Illusions of flame throwers and buzzsaws flew right towards Spider-Man and images of spikes shot through the floor. Spider-Man leapt onto the wall but it began to appear to melt.

"Just wait, Mysterio, I'll find you!" yelled Spider-Man as he swung forward but at that moment, Mysterio appeared to be further and further away from him, as if he was at the end of the tunnel. Spider-Man aimed a kick right at Mysterio but just before he connected, Mysterio appeared to have split in three before his very eyes.

" _Great, this trick," thought Spider-Man as he somersaulted in the air but several more Mysterio's appeared around him in a circle._

"You know Beck, this one's getting really old," commented Spider-Man in an agitated tone.

"Come on, Spider-Man, pick the right one out!" bellowed Mysterio. "I am here, I am there, I am everywhere but is the real Mysterio anywhere?"

Punches were swung but then Spider-Man just paused and took a deep breath, before he discreetly closed his eyes and tried to focus on anything that would point him to the source of Mysterio's holographic tricks.

"What's the matter, Spidey?" taunted Mysterio loudly. "Given up?"

" _A hum, there we go," thought Spider-Man as he shot two lines of webbing out and there was a grunt." Bingo!"_

Mysterio's gloves were ripped from his costume, as the dozens of holographic duplicates vanished, once, Spider-Man smashed the holographic devices in the gloves to the ground, with a cloud of dust erupting from them. Mysterio stepped back.

"Stand back," said Mysterio, a little less boisterous than he was previously. "I'm warning you."

Spider-Man punched Mysterio right in the gut, knocking the wind out of him, before Spider-Man webbed Mysterio right to the storage locker and smashed his helmet open, to reveal several more wires and the face of Quentin Beck.

Spider-Man turned around and looked around.

"Okay, Beck, what were you after?" asked Spider-Man.

"Ha, like I'd tell you what Mysterio was after!" yelled Mysterio loudly. "His plan has went on as it was intended."

"Yes, I'm sure you intended to be sent back to Ravencroft," said Spider-Man. "There's nothing here, just old papers left and a few broken artifacts. This place was cleared out."

Mysterio just responded with a crazed, maniacal laugh.

"Okay, I'm just going to call the nice men in the white coats right now," said Spider-Man. "Looks like you inhaled one too many of your chemicals, Beck."

Spider-Man moved over, checking Mysterio to ensure that he had no way to free himself, before securing him with more webbing and then moving to call the police on the payphone across the street.

XXXXX-XXXXX

Mysterio was hauled off in shackles and lead into Ravencroft, where several orderlies meant him.

"Hey, hands off me, I have rights, you know!" shouted Mysterio.

"Just checking to see if you're a robot, Beck," said the orderly.

"I AM MYSTERIO!" bellowed Mysterio loudly but the orderly reached forward and some make up was removed from the prisoner's face. The orderlies looked at each other in horror, slowly realizing what happened.

XXXXX-XXXXX

"Sorry for being so short, Peter," said Captain Stacy as he walked past him when he walked out the door, when Peter arrived to walk Gwen to school. "We have a situation, it appears that Beck duped everyone."

"What?" asked Peter in confusion as Gwen walked over, looking curious herself.

"Yes, the Mysterio that Spider-Man caught was not a genuine article, it was one of his henchmen in a good make up job," said Captain Stacy as he walked off without another word.

"Dad's rather stressed out about this," said Gwen. "And judging by the look on your face, you're too."

"Yes, I managed to capture Mysterio and it wasn't really Mysterio," said Peter as he rubbed his temples. "His entire scheme doesn't make any sense at all. I don't know Gwen, I really don't."

Gwen responded with a slight shrug. She looked about as baffled as Peter was and they left the house in confusion, completely confused.

Why would Mysterio waste so much time and energy to commit a crime at a place that there was nothing of value and basically sent a henchmen in his place?

It made no sense at all.

XXXXX-XXXXX

"It made perfect sense, naturally!" bellowed Mysterio in his most boisterous voice. "The foolish spider tried to ensnare the masterful, magnificent, malicious, malevolent Mysterio, but he was ensnared within his own web! The scheme, the object of this production, was procured right before the first proclamation of the Criminal Clairvoyant was made! It was in a discreet low budget production shortly after I had quietly left Ravencroft through my own masterful means and then swapped for a similar looking piece of paper. No one will have known that the transaction had been made. The duped arachnid was run ragged for a production that was the prequel to my original low budget scheme! Spider-Man will find himself searching for some deeper meaning but the truth is, I have won this battle, hero, through my superior masterful manipulating. The day belongs to MYSTERIO!"

Despite no one being in the run down abandoned movie studio, Mysterio still liked to rehearse his grand standing speeches that he would give once his next production co staring Spider-Man would occur. The profits from this one would pay off masterfully.

A knock on the door and a man dressed in a trench coat, with sunglasses and a scarf obscuring his face stepped inside.

"You have it."

"As promised. You have my payment."

"Naturally, it is all here."

A briefcase was tossed to Mysterio and it clicked open, to reveal stacks upon stacks of hundred dollar bills. Mysterio thought that he got the better end of this deal, given that the piece of paper contained a bunch of scribbles that appeared to make no sense. Still he was not about to pass up a multi million dollar deal. He handed over the folded piece of paper and his mysterious employer just responded with a nod.

"There's an extra million in there to indicate that we never met."

Mysterio responded with a nod, as he made his way with the briefcase full of money. All things considered, he came out ahead in this scheme and he had the added bonus of driving Spider-Man to the point of madness, as there was little doubt that the web head was trying to figure out any hint of what Mysterio was truly up to.

XXXXX-XXXXX

"I have the paper and have decoded it. Mere child's play."

"I suspected a man of your talents would have little trouble. It will direct us to the second component of the device."

"That fool Beck will never have an idea how much he got shortchanged, given the value of the information he stole for us. Yes it's….well this is quite interesting and it could be problematic."

"Problematic?"

"Yes, but doable. Given what was built on top of the second component, this is going to take some careful planning."

"You do have something in mind."

"I always do. You will have the second component within the week."

"You best deliver, Dr. Essex."

"Believe me, I shall and you know what I want."

"If you succeed, you will have all you want and more."

The conversation was concluded on that note and the line of communication went dead.


	48. Twisted Web Part One

**Chapter Forty Eight: A Twisted Web We Weave** **Part I:**

In an undisclosed and classified location, Professor Charles Xavier rolled forward, followed closely by the Commander of SHIELD, Nick Fury. Fury looked at Xavier carefully, not wanting to keep his eyes off of the extremely powerful mutant.

"Fury, I must strongly disagree with the actions you are taking," said Xavier after a moment's time.

"I have explained to you why, Xavier," said Fury gruffly, not wanting to entertain Xavier's response even for a moment. "The girl is a threat, a danger, it's my responsibility to ensure that all threats are dealt with immediately."

"This will solve nothing," said Xavier firmly. "The girl needs to be able to control her powers."

"We have her powers controlled," said Fury crisply. "Look, Xavier, I don't like this any more than you do, but we must face facts and face reality. She can't touch anyone without absorbing their life energy and their memories. More than a minute or two and she will put them in a coma. She is a potential danger and the problem should be nipped in the bud immediately."

Fury just turned on his heel.

"Most people will go insane from not being able to touch anyone and being aware of it," said Fury. "If anything, it's much more pleasant to the girl to keep her locked up and sedated. It might save her trauma later on."

"I wish you would reconsider your actions," said Xavier. "I feel confident that if you allowed me to speak with her, I could help her in some way."

Fury just responded with a prolonged sigh.

"Xavier, you mean well, but you're too trusting," said Fury. "You live in some fantasy land where you think that mutants and humans can coexist. Believe me, I would love nothing more than that to happen. It would make my job a lot easier."

"You've never been at ease with the way I do things," said Xavier crisply.

"No," said Fury shortly. "One day Xavier, you'll going to have to deal with a harsh reality. Mutants can't stay hidden forever. Already people suspect that there is something up and they will lash out in fear when it's out in the open."

"This is getting off the subject, Commander Fury," said Xavier. "The girl that you're keeping a prisoner, I believe I can help her if you will allow me to."

"Xavier, not all mutants can be helped," said Fury firmly. "You can't just tuck them in and give them sugar cookies and read them a bedtime story and think that everyone's going to be okay. You should have learned with your good pal, Magneto."

"Erik has a lot of demons in his past," said Xavier eyes closed, a pained expression on his face. "It is my greatest regret that I have failed him each and every day and he had gone on the path, with the beliefs that he had."

Fury just shook his head at Xavier. Always trying to extend the hand of friendship to people who would sooner bite it off. A SHIELD agent moved over quickly and handed Fury something. Fury looked at it and his expression became grim.

"Xavier, we have to cut this short for today and you need to leave, there has been a breech," said Fury urgently. "And don't try to read my mind, because I've already taken precautions to keep you out."

Fury stepped forward, as Xavier went behind him but another SHIELD Agent, a female, stepped forward.

"One side, I have urgent matters to attend to, national security is breached," said Fury but the agent caught Fury off guard, by sticking a stun gun right in his chest. The SHIELD Commander fell to the ground, as with quick precision, the woman pushed several buttons on the control panel, sealing the metal door shut.

"Hello, Charles," said the woman with a malicious look in her eyes, as she jerked an unaware Xavier out of his wheelchair and quickly pulled a syringe from her sleeve, before injecting a drug into his neck. "It's been a long time, hasn't it?"

"Who are you?" slurred Xavier but the woman's features appeared to shift, revealing a blue skinned woman with long red hair appeared in front of him. Xavier looked her in recognition. She was Raven Darkholme but she was better known as Mystique.

"I bet you thought I was dead, just like Magneto did," said Mystique as she looked at Xavier's prone form, his eyes glazed over with just the barest signs of recognition. "I'll track down Magneto in time but right now, I have some business to take care of and you're going to help me do it."

Xavier felt too weak, as Mystique dragged the prone forms of both Xavier and Fury around.

"And don't you think I forgot your little role in this little escapade either, Fury," said Mystique, as she pulled out a card on Fury's belt and opened up a cell. She saw as a girl with dark hair with a white stripe stood there, rather sedated, barely blinking.

XXXXX-XXXXX

Several agents stood, as from their perspective, Fury lead out the girl.

"There has been a breach of security," stated Fury in a gruff voice. "Someone tried to liberate the girl, to use her as a weapon. They managed to escape but its too much of a risk. Keep guard on this area, I'm going to bring her to a more secure location."

"But sir, I thought you said she was in the most secure area possible," said one of the agents.

"The most secure you know," said Fury, before he snapped at his men. "You have your orders, now do it and capture any suspicious characters."

Several sounds of "Yes, sir" echoed, as Fury lead the prisoner throughout, a smirk appearing on his face. Everything was going at hand. Walking forward, leading the comatose prisoner out, careful not to directly touch her or be touched. Fury moved to a hanger, to spot his transportation out. With a nod, he pressed several buttons on a keypad and it started blinking red, as Fury turned towards the transport vehicle, ushering the prisoner inside.

Once the transport vehicle had been cleared from the premise, Fury turned right back into the calculating form of Mystique.

" _For a government institution, security is weak," thought Mystique._

Suddenly the prisoner opened her eyes trying to clear the cobwebs.

"Where am ah?" grumbled the prisoner in a southern drawl.

"You're safely out of that prison," stated Mystique in a crisp voice. "I had thought that it would be days before the effects of the drugs wore off, but I guess I had overestimated what they would do to you, Rogue."

The girl, Rogue, looked at Mystique in confusion and rather puzzled.

"How did you know who ah was?" asked Rogue.

"Your memories are a bit scrambled I see," remarked Mystique as she made careful care to the girl, before throwing a pair of gloves. "Put these on, they will help you keep your powers at bay."

"So you know what ah can do?" inquired Rogue and Mystique just nodded.

"What do you remember?" asked Mystique before clarifying to the confused girl. "Before you got thrown in that prison."

"Not sure, can't quite remember," said Rogue in frustration as she racked her brain. A few years in isolation had caused her a great deal of mental trauma. "Men attacked me in my bed, dressed in suits, they shot some stuff into my body, and then…Ah woke up. They said that this was for my own good and that I would thank me some day. It was because…put someone in a coma when I touched them…."

"Go on," prompted Mystique.

"Ah don't know, it's almost like ah remembered things, that ah never did," said Rogue. "Why did this happen to me?"

"It's because you're a mutant, Rogue," said Mystique. "You have abilities that normal people never did. You can absorb the life energy and the memories of anyone you touch, along with any special skills that they have for a short amount of time."

"Then they should have locked me up," said Rogue horrified as her mind processed what she could have done.

"No, they shouldn't," said Mystique firmly. "We're the next stage of evolution. Imagine what the world would have been like if man never learned how to walk upright. We're the future but there are those who refuse to see it. They want to keep us locked up and in the shadows. Those that will even conspire with humans to keep their mutant brothers and sisters down. Those like Charles Xavier and his X-Men."

"Xavier?" asked Rogue. "But he tried to get me out of there!"

"Didn't try very hard apparently," scoffed Mystique bitterly, more to herself than to Rogue, before turning around to face the girl. "Considering that if he wanted to, he could make Fury think he was a little girl. Xavier's one of the most powerful telepaths in the world and his understanding of the human mind are without peer as much as it pains me to give him credit but the point stands is that he and his X-Men make it difficult for mutants to gain any standing."

"Sounds like you have a bit of a history with them," said Rogue.

" _Just as perspective as I remembered," thought Mystique. "And I'll be damned if I lose this one to Xavier, too."_

"That would be an understatement," said Mystique after a moment's thought. "The X-Men help oppress their fellow mutants by working together with the humans to lock them up. Xavier and his followers sit in a ritzy mansion, thumbing their noses at the rest of mutant kind and think themselves to be superior to us all. It is only the Brotherhood of Mutant Liberation that fights the good for mutant kind and I'm offering you a spot in this group. We can take down the X-Men, Rogue, and make sure nothing that has happened to you will ever happen again."

"Ah don't know," said Rogue. "My powers, it ain't right to use them, what they can do."

"They will save countless lives if the X-Men are neutralized," said Mystique. "And all it takes is a few seconds and they will be neutralized long enough. We could tip the balance of power to the side of mutants. If we fail, there is a chance that you might be back in that government facility, only this time they might not be as gentle this time."

Rogue paused. There was something that Mystique was saying that made a lot of sense but at the same time, there was just something that was not quite adding up. Still, she figured that since Mystique broke her out of that place, she was obligated to help. The way she was brought up was that she had to make things square and repay the favors.

She nodded.

"Good," said Mystique, barely concealing a calculating smirk. "Now just a bit more before we need to meet the rest of your team and then take the X-Men down with their leader…indisposed."

XXXXX-XXXXX

"You can almost tell the people who are going to be in debt for the rest of their lives," remarked Harry casually to Peter as they had walked into the prom with Liz and Gwen following close behind them.

"Oh and how's that?" asked Peter.

"Their girlfriends actually look happy with them," said Harry. "Got to commend them for their effort, even though they're be regretting it in the morning."

"Yes, Gwen, I did accidentally forget my cell phone at home," said Peter to his girlfriend.

"I didn't say anything," said Gwen but she had a satisfied smile. "Jameson can live without you for one night."

"Yes, hopefully, Aunt May said the same thing," said Peter as Liz and Harry moved on ahead, as he whispered to Gwen. "Hopefully, you-know-who is not needed tonight."

"I'm relaxed a bit more about the chances that there are going to be two school functions that are going to be ruined," said Gwen. "I mean what are the chances something bad is going to happen again."

"Now the entire Sinister Six is going to show up, thanks a lot Gwen," said Peter but the two shared a laugh. "No, hopefully this night won't have anything happening. Just a couple of hours. That's all I ask. Is that too much?"

Gwen just smiled, hoping that nothing did go wrong. For Peter's sake more then her own, he did tend to work too hard, both as Spider-Man and to get photos for Jameson.

"Well aren't you two a sight for sore eyes."

"Mary Jane," said Gwen in surprise. "What are you doing here?"

"Well it is the prom, so I figured I had to put in an appearance, especially now that everything is in order and I've transferred schools" said Mary Jane. "Not that it's going to be exciting as the last school dance that was here."

"Well hopefully the Hulk has another engagement tonight," said Peter.

"Who knows, the night is still young," said Mary Jane with a shrug of her shoulders. "Maybe I'll catch you two later on, you two have a good time, I know I will."

With that, she walked off, with Peter and Gwen moving, with the principal stepping up to the podium and clearing his throat.

"Alright, I give this same speech every year but half you jokers are going to do it anyway," said the principal. "This event is not some right that you're guaranteed, this is a privilege granted by the school. Therefore, if any of you get cute or act up or try and sneak alcoholic beverages into this event, you'll have to acquaint yourself to the words "can I take your order?" There is a zero tolerance policy at this event and breaking rules will have you expelled. Do I make myself clear?"

There were many nods and assurances that he did in fact make himself clear, but then again, there were obviously the usual amount of rabble rousers who would give some headaches to the administrators at Midtown High.

XXXXX-XXXXX

It was a relaxed night at the X-Mansion.

Well at least as relaxed as it was in a house that contained a group of super powered mutants ranging from their teens to their early twenties. Most of them having maturity severely years beneath what their age would normally indicate.

"Yeah, that's right, in your face, Drake!" shouted Kitty Pryde, alias Shadowcat, competing the video game that she was placing with Bobby Drake, also known as Iceman.

"No way!" shouted Bobby.

"Way!" retorted Kitty with an amused expression on her face. "New high score too, yeah!"

"You so cheated," said Bobby.

"How can I cheat?" asked Kitty as she rolled her eyes in amusement. "New highest score too, second highest of all time, according this, some guy named VVD is the highest score holder of all time, whoever that is."

"Probably some loser with no life," said Bobby as he rolled his eyes. "Seriously, this is a dumb game."

"You're only saying that because you lost," said Kitty.

"Believe it or not, they've been playing that game all day," said Kurt Wagner as he sat back lazily on the other end of the room, also known as Nightcrawler. His strange appearance gave many who saw him an aura of easiness, jumping to the conclusion that he was some sort of demon but appearances could be deceiving. Still the blue fur and tail did cause people to do a double take.

"I'm really not surprised," said Jean Grey as she stood back to watch the scene.

"I would have assumed that children their age would be outside and about enjoying nature," said Ororo Munroe, alias Storm, who as her name might indicated, controlled the very elements of nature.

"In this day and age, hardly," said Jean with a bemused expression before she stepped over calmly and used her telekinetic powers to unplug the gaming console from the television screen.

"Jean!" shouted Kitty.

"Why don't you give that thing a rest for a while," said Jean with Kitty giving her a dirty look. "I doubt the Professor would be very happy if you two fried the third gaming console this month."

"Don't you mean this week," said Scott Summers, alias Cyclops, as he entered the room.

"Now wait a minute, give us a bit more credit," said Kitty defensively. "Especially, me, I don't play video games that much."

"Okay, third one in a week and a half, my mistake," said Scott.

"You know, I would have almost thought that Scott was making a joke there, but the fact that's he's had his sense of humor surgically removed at birth makes that impossible," muttered Bobby.

"I heard that," said Scott stiffly. "It's not that late, I think we have time for one more training session in the Danger Room. We haven't had much time on the field as of late and at any time, Magneto or anyone else could show up."

There were several groans.

"Magneto's gone through, we saw it, there's no way he could have survived," said Bobby.

"Please, there was no body," said Kitty shaking her head. "And even then, that doesn't mean much."

"Glad to see you feel that way Kitty," said Scott and she just recoiled, releasing that she had just talked herself and the rest of the team into a session in the Danger Room. "Everyone report in five minutes and I want you putting your best efforts forward."

The entire group moved forward. More than a few of them were thanking their lucky stars that Wolverine was not present at the mansion tonight and offering his input on "improvements" for the training sessions.

The door bell ringing had caused the entire group to pause immediately.

"The Professor surely cannot be back already," muttered Hank McCoy, alias Beast, as Scott moved to answer the door, giving the rest of the group a motion to head towards the Danger Room but none of them really made too much of a move.

"Warren?" asked Scott and Jean, Hank, and Bobby all went over curiously, hearing the name of one of their fellow teammates from the original X-Men.

"Well isn't this a pleasant surprise," said Jean with a smile.

"Warren, man, it's been too long," said Bobby.

"Ah yes, Warren, how have you been holding up these days?" asked Hank.

"As well as expected," said a man with blond hair in his early twenties, with white feathered wings, much like those associated with an angel. The newer teammates looked rather shocked. "Some fresh faces in the school I can see."

"Yes, guys this is Warren Worthington the third, codename Angel," explained Scott. "Warren, this is Kurt Wagner, Ororo Munroe, and Kitty Pryde, also known as Nightcrawler, Storm, and Shadowcat respectively."

The newcomers said their greetings.

"Warren was part of the original team years ago, back when we first founded," explained Hank.

"And those were some crazy times," said Warren with a chuckle, as he recalled those years that he was part of the X-Men.

"Not much has changed I can tell you that much, only some of the faces," said Hank.

"Wait a minute, why did you leave?" asked Kitty suddenly but then she paused, realizing how rude that was at the dirty looks that she was getting from some of her teammates. "I'm sorry, I didn't mean to…"

"No, it's okay," said Warren. "I left to the team just not being something that I wanted to be a part of. It was really no one's fault but I didn't want to feel like a liability. Professor Xavier and the others in this place were great and those were some of the best years of my life and I decided that it was time for me to move on. Still, since I was in the neighborhood on business, I figured I'd drop by and say hello to some old friends. Speaking of Professor Xavier, where is he?"

"On business, he had an urgent meeting about a mutant that he detected, this was a sensitive one and he didn't want any of us to go along," said Scott.

"Not even the fearless leader was briefed on the details," prompted Warren in a teasing manner.

"No, unfortunately not," said Scott, who was a bit put out that Professor Xavier did not tell him where he was going or give him much information. "Anyway before you dropped by, we were to head towards a training session."

"Ah the old Danger Room," said Warren.

"But that would be rude to just leave a guest hanging like that," said Kitty quickly.

"Actually I wouldn't mind joining you in the Danger Room to take another crack at it, for old times sake," said Warren.

"Nice try," muttered Scott to Kitty as they walked by.

"Hey just think of it as one big video game," suggested Kurt and Kitty's eyes brightened slightly.

"Thank you for opening up a Pandora's Box, Kurt," said Jean. "Now she'll be more obsessed than Wolverine in there."

"But that's impossible," said Kurt, as the X-Men made their way to the Danger Room.

XXXXXX-XXXXX

"You've got to be kidding me!"

"This is the best band that the school can get?"

"How lame!"

The Mercy Killers moved to the stage, as Peter stood there, with a half frown, half amused look on his face.

"Um, that's, well, uh, actually kind of lame," said Gwen as she looked at them, as the lead guitarist stepped forward, a black individual with an afro wearing a white jump suit and go-go boots.

"You know I'm sure that outfit might have been fashionable at one time," said Peter.

"No time I've lived in," said Gwen. "Maybe looks are deceiving, maybe they're actually pretty good."

The music began to crank up thus disproving that theory.

"Or perhaps not," said Peter as some of the prom had began to boo at the group.

"This is to all the Midtown High students, who are out here on the big night," said the lead guitarist. "Just know that soon your troubles will be swept away. Just clear you mind of all your troubles and dance the night away."

The music began to kick up and it was hideous but there was some kind of insidious relaxing quality to it.

" _What the…." Thought Peter suddenly, when his spider sense started to flare into overdrive, causing his head to ring. "My spider sense is going off, surely the music can't be that bad that it's a threat."_

"Your minds are blank, you can take that the bank!" shouted the guitarist in an off key manner on the microphone and he continued to play and Peter dodged his head, the ringing through his ears continuing as his spider sense began to flare. "Just relax, keep your mind off of the prom, it's like you're almost not here."

"Gwen, I need to leave, this music is causing my head to split," hissed Peter in her ear, but Gwen just stood there, unmoving, and unblinking. "Uh, Gwen, Gwen, hello."

Peter snapped his fingers right in her face, but she was completely out of it. Peter slowly moved around, but pretty much everyone else in the gym, students and administration alike had been lulled to sleep.

" _Something is wrong, got to get out of here, trying to put me under as well, if the spider sense doesn't knock me out!" thought Peter, as he ducked out of the gym slowly within the crowd. "Thankfully we were a bit towards the back, no one can see me."_

At that moment, Peter slipped right out of the gym, but the Mercy Killers on the stage had stopped, when the lead guitarist had just stood there, a satisfied smirk on his face.

"I always love a captive audience," said the guitarist with a grin. "Then again, when the Hypno Hustler is around, they always are out of it. Stunned like a hunting dog that heard a high pitched whistle, daddio! Hundreds of teenagers with disposable income under my control. Priceless jewelry as well and soon it will be mine, all mine."

The guitarist turned as a beat began to kick up.

"Alright, you crazy cats, now this next song is dedicated to a very special person, me," said the Hypno Hustler. "But before we get to that, I need to reach deep into those pockets and make get donations. All your money, all your jewelry, credit cards, anything that you have worth money, goes all to me, to me."

He strummed out another hypnotic note on his guitar and the students began moving, as his band or in reality his gang, began collecting the money.

"Thank you very much, you've been a great audience," said the Hypno Hustler before he began to strum on his guitar. "Now a song dedicated to the goers of this prom. And a one and a two and one, two, three, four."

Sadly, the attempted song was interrupted by a line of webbing shot out and the guitar was ripped from the hand of the Hypno Hustler. Spider-Man dropped down to face the super villain.

"Wow, um, nice costume, I guess" said Spider-Man. "Let me guess, your gimmick is you're a vengeful coma patient."

"What!" demanded the Hypno Hustler in a scandalized voice.

"Well you had to come out of a coma, considering those threads are several decades out of date at least by now or on a lot of drugs," commented Spider-Man, as suddenly the members of the Mercy Killers surrounded Spider-Man and began to engage into battle with the web head, as the Hypno Hustler began to try and gather as much as the ill gotten gains that he could before Spider-Man could fight off his henchmen.

" _Okay, I wrestled that guitar away from him, but the people are still under his control and my head is still ringing, not to mention I have to fight a gang of over muscled goons posing as backup singers," thought Spider-Man. "Not exactly how I envisioned my prom night."_

Mystique watched as the assembled Brotherhood team made there move. Ever since Magneto had become MIA, she had seized the team in a coup and had directed it to become more competent or at least as competent as one could hope with some of mutants she had to work with.

She looked as original Brotherhood members Toad, Blob, Avalanche, and Pryo sat awaiting their latest orders. They were pretty much goons, to do whatever was asked of them, because they required direction, otherwise they were without a cause and lost.

Two new recruits were Wanda and Pietro Maximoff, also known as the Scarlet Witch and Quicksilver. Those two were not as easily controlled as the four original members of the Brotherhood, but Mystique was able to play off an extremely important issue to convince them to work for the cause. Their father was the missing Magneto and the Maximoff twins had been led to believe that Magneto had abandoned them due to his ambitions. Mystique had lead them to believe that she would assist them in gaining revenge on their dear dad and considering Mystique had planned to make Magneto pay for leaving her for dead when they had previously worked together, then it was not a devious charade to work on.

Then rounding out the group was Rogue. Mystique smirked at how the girl would be vital in tipping the scales and causing the X-Men to suffer a fall. Then she had a job to do and it was her hope that this would clear her debt. Then she could focus on Magneto.

"We're at the mansion," said Mystique calmly. "You all know what to do."

"Yeah, those X-Twerps won't know what him them," cackled Toad as he bounced up and down in his seats as the others nodded as they touched down right in front of the X Mansion on the lawn in the stolen SHEILD aircraft.

XXXXX-XXXXX

The entire assembled X-Men group was right outside the Danger Room but suddenly, the lights began to flicker outside.

"Did we forget to pay the power bill again?" asked Bobby curiously but there was a buzzing noise outside.

"No, something's wrong," said Scott. "There's someone outside."

"That's impossible," said Hank. "Security should have warned us about anyone who comes within…."

A loud explosion had cut off his explanation.

"Unless of course someone blew a fuse box," suggested Kurt.

"No, I'm telling you, we're protected by the most efficient surge protection that technology could manage and several back up systems," explained Hank. "It would be highly improbable that they would all fail at once."

A wave of light went through the hallway, taking the X-Men off balance and knocking them to the ground.

"Then again, anything's possible," amended Hank as he pulled himself to his feet and the Brotherhood had entered the Mansion, lead by Mystique. "It can't be."

"The Brotherhood?" asked Jean.

"How did they get in here?" asked Bobby.

"It doesn't matter, we're going to get them out of here," said Scott. "X-Men, on my signal, attack."

"Brotherhood, take them down," ordered Mystique as the two groups engaged into battle.

"You know I wanted to stop by to catch up on at old times," said Warren as he dodged the attacks from Pryo as he shot flames up into the air. "But not like this."

"Yeah, not exactly my ideal way of spending a Saturday Night either," said Kurt as the ground from underneath them had rumbled when Avalanche had stepped forward, causing several rocks to go up.

"Give it up, X-Men," said Avalanche but suddenly, he lost control of his powers when Ororo had turned the tables on them. A wind had caused the Brotherhood to back off slightly.

"Keep it up Storm, we need to get them on the defensive," encouraged Scott but the Blob stood in the hallway, fighting the intense winds.

"You can keep blowing all you want but no one can move me!" shouted the Blob, as he took a swing at several of the X-Men.

"Maybe, but the surface that you're standing on isn't so safe," said Jean as the rug that the Blob stood on began to lift into the air, until he smashed his head into the ceiling and dropped down, nearly falling on top of his fellow Brotherhood members.

"Blast them!" shouted Mystique to the Scarlet Witch who nodded calmly, before a blast of purple light shot through the air and impacted Storm, causing the winds to change and Ororo's own powers propelled her right through the nearest wall.

"I've got her!" shouted Kitty as she stepped forward but the Scarlet Witch turned, before another bolt struck her causing her to phase into the ground. She screamed in terror, it was almost like she was sinking in quick sand until only her face was in the ground, sticking up.

An optic blast caused the Brotherhood to scatter, but Quicksilver zoomed forward, knocking Scott back. Scott turned before he blasted Quicksilver but he zipped to the other side.

"Missed," said Quicksilver taunting and Scott blasted at Quicksilver again but the mutant zipped to the side. "And another miss."

A vase shattered as Scott continued to blast Quicksilver.

"Give it up, you can't blast me, I'm faster then those little light beams of yours," taunted Quicksilver as he continued to zip around, as more vases were shattered but a slight teleportation flash echoed right next to Quicksilver. "You've got to be kidding me."

At the minute Quicksilver started to run, Kurt teleported him and they reappeared, with Quicksilver running at a wall at full speed.

"Get me out of here!" demanded Kitty as she tried to force her way out. "This isn't very comfortable."

The long slimy tongue of Toad shot, grabbing Scott's visor. The mutant staggered backwards, covering his eyes, so the mutant did not hurt any of his comrades. This allowed Rogue to move in and grab Scott from behind. One tap to his neck had caused Scott to pass out, his powers transformed into Rogue, who let a controlled optic blast.

"Alright, if you surrender right now, ah ain't gonna blast you!" shouted Rogue as the mutants scattered. Warren swooped down but the Scarlet Witch blasted him, causing his wings to feel like they were weighed down like lead and he crashed to the ground, knocking himself out.

"We've got to take her out, we might have a chance," said Jean but a large glob of green slim flung from above, splattering Jean right in the face. Toad cackled as he leapt around but Hank swooped in, grabbing Toad and flinging him to the ground, causing him to crash right into Pryo and Avalanche, knocking them down. Then he was promptly taken out by the Scarlet Witch.

The Scarlet Witch sent a bolt of light right at Kurt but he teleported out of the way and right in front of an optic blast by Rogue. Thankfully he was able to teleport away from that, but he found himself taken out by a recovered Quicksilver, angry and with a black eye.

"Alright, you think its cute teleporting me into a wall," said Quicksilver as he grabbed Kurt by the tail and dragged him across the floor at super speed. "Let's see how you like this."

"Enough, Quicksilver!" shouted Mystique putting a stop to the carnage, as a battered Kurt rolled over on the floor. "He's been defeated."

Mystique found herself levitated off of the ground by a telekinetic force, as Jean turned.

"Alright, enough, you've broken into our home, why, what would you have to gain?" asked Jean but Mystique just turned, as the Scarlet Witch prepared to take out Jean, but a blast of ice had broken her concentration.

"I don't have to answer to you!" shouted Mystique scornfully as Quicksilver smashed right into a telekinetic wall. "Go ahead, try and probe my mind. It won't do you any good."

Before she could do anything, a tap on her face had caused the very life force to drain out of Jean, as Rogue stood. With her last impulse, she sent a telepathic distress call, before she completely blacked out.

Rogue used her stolen powers to get Mystique down.

"Thank you, Rogue," said Mystique. "It is nice to see that some members of this team are pulling their weight."

"That's all of them, then?" asked Rogue.

"Yeah, just took out the ice cube," grunted Pryo, as he pulled Bobby over, his eyes glazed over and shallowly breathing.

"Yeah what should we do with them boss lady?" asked Toad. "Finish them off."

"In a matter of speaking but we have a job to do and now that our threats are out of the way, we can get to work," said Mystique as she watched Rogue absorb Kitty's powers, before pulling the trapped girl out of the floorboard. "It's funny, their little training room is something that used to help fight people like us. Now it's going to destroy them. Throw them in there."

Mystique pointed to the Danger Room and the various members of the Brotherhood carried the battered and fallen X-Men inside. Once they were all inside, Mystique turned, before she programmed the room for the most dangerous setting while most if not all of the X-Men had been rendered unconscious and thus helpless.

"Farewell, X-Men," said Mystique eyes narrowed, the corners of her mouth slowly twisting into a malevolent smirk. "We won't meet again."

She just turned away with a slight smirk. Perhaps if she was in a good mood, she would mop up the mess after it was done.

XXXXX-XXXXX

Spider-Man propelled himself right over the final member of the Mercy Killers and webbed him up, but the Hypno Hustler made his way to his guitar.

"Alright, Spider-Man, this tune is dedicated to you," said the Hypno Hustler. "Spider-Man, you might ensnare the criminals in your web, but now you're entangled in my mine. You can't fight me, you might to succumb to the will of the Hypno Hustler, it's…."

Spider-Man fell to the ground, a splitting headache, as his spider sense flared into overdrive, as he tried to fight off the attempted hypnotism.

"What, still resisting?" asked Hypno Hustler but he began to crank on his guitar. "No matter, I'll just turn up the volume until you're under my control or you're ear drums are reduced to apple sauce. Either way, you'll be out of my way."

" _Not going to happen today," thought Spider-Man as he struggled through the headache, before sticking two globs of webbing to either side of his mask to block out the hypnotic sounds, before he shot a line of webbing right at the fire alarm and pulled it._

A loud ringing echoed throughout the gym and caused the hypnotized people to slowly come out of their trances. They moved, obviously assuming that there was some kind of fire in the school and the Hypno Hustler moved out the door, with a duffle bag full of stolen goods in his hand.

"Until we meet again you wacky web slinger," said Hypno Hustler but Spider-Man had followed pursuit, chasing the villain from the gym, as several students moved outside, from the alarms.

"Not so fast, I'm…." started Spider-Man but Spider-Man stopped suddenly, when his spider sense blared for a few seconds once again, before he heard screaming in his head that caused him to be completely confused but at the same time, he knew he had to listen.

" _Help, Spider-Man, the Brotherhood has attacked the Mansion!" shouted the fading voice of Jean Grey in Spider-Man's head before it went complete dead, like a radio station going off the air._


	49. A Twisted Web Part Two

**Chapter 49: A Twisted Web We Weave Part Two:**

In an instant, Spider-Man tried to shake the cobwebs from his head, as he pieced together what happened.

"The X-Men are in trouble, great, just great, of all the nights for that to happen, it would have to be this one!" shouted Spider-Man as he threw his hands into the air, as he saw the Hypno Hustler make a clean getaway.

" _Can't worry about him now," thought Spider-Man. "The Brotherhood, the X-Men must really be slacking. I mean, Kitty did say that Magneto was missing, whatever that was worth, so they're just a bunch of mutant thugs without him. Oh well, I'll figure that out right now."_

Spider-Man swung across the city in an instant.

The school was evacuated when they had realized their musical act was in fact a criminal and his henchmen. From what everyone was able to piece together, Spider-Man had managed to defeat the Mercy Killers and had went after their leader. At least that's what they saw, the effects of the hypnotism took quite some time to wear off.

"Hey, look, Spidey's going somewhere in a hurry," remarked Flash Thompson as he and a crowd of onlookers looked at the web head going across the city in a hurry.

Gwen stopped as she watched. She wondered where Peter was going in a hurry. She cringed when she realized that Peter had left his cell phone at home because if he got into some kind of trouble, there would be no way to track him down.

"Hey, where did Pete run off to?" wondered Harry.

"Yeah, wasn't he right with you?" asked Liz to Gwen.

"Yeah, I guess, no wait, right before he went to the restroom," said Gwen. "He mentioned that it might take him a while, something didn't agree with him or something, yeah that's it."

"Hopefully Peter didn't get hurt when he was in the restroom," remarked Mary Jane as she walked up, saying the last three words as if she was skeptical that Gwen was telling the truth but Harry or Liz did not really pick up on this and nothing else was said on the matter.

" _I really hope he didn't either," thought Gwen. "Where did he go?"_

Gwen paused as she heard more talking from another group.

"Spidey just turned around and stopped chasing that guy, before he went in another direction, I saw it!"

"Why would he do something like that?"

"Why indeed?" muttered Gwen to herself so no one else could hear her.

"Looks like they want us out of the school," said Mary Jane as she walked around. "What a bummer, calling off prom for something like this."

"Well, that guy and his goons crashed the place, they don't want any lawsuits," argued Harry. "People could be held liable."

"Maybe someone should look for Peter, in the restroom," said Mary Jane. "To let him know that everything's been called off."

"No, I'm sure if he's still in there, someone in the school will find him sooner or later," said Gwen quickly. "If he hasn't went after Spider-Man that is, to get photos when we weren't looking."

That seemed to be a good enough answer, at least for the time being.

It was a bit of a mess as order was restored. Meanwhile Spider-Man had long since swung away from the area.

XXXXX-XXXXX

"Commander Fury, someone has thrown SHEILD base off course!" shouted a voice as Fury managed to recover, to find himself locked in the cell that he once kept Rogue. Right beside him was a self conscious Professor Xavier.

"Let me out, so I can deal with it," grumbled Fury, as he was let out and he moved over, before he pulled back a panel on the wall and began to press a predetermined set of commands. "They did a number on the base, I'm going to have to override it manually and…great Darkholme changed the access codes."

Fury now had very little time to hack into his own system to override everything. Given the nature of the information he had received just moments before the base's security was breached, he felt he had very little time period. It was rapidly running out.

XXXXX-XXXXX

"There's something you should know," said Rogue suddenly to Mystique. "Bits and pieces that ah grabbed from the telepath's mind, we should be expecting company."

"She managed to send out a distress signal then," said Mystique.

"To someone called Spider-Man, whoever that is," said Rogue in confusion.

"Ah, not, Spider-Man, anyone but that guy!" moaned Toad hysterically. "He's fought goblins and octopi and giant lizards and all kinds of strange stuff. And he helped the X-Men knock us around pretty good last time."

"I fail to see what is so terrifying about a common insect," remarked Mystique coldly.

"I beg your pardon, boss lady, but spiders are technically arachnids…." Stated Toad but Mystique angrily cut him off.

"Whatever he is, he won't interfere with our plans, in fact I should be able to deceive him to keep him away long enough," said Mystique before she turned to the Brotherhood. "Pyro and Avalanche, you know your job, give the signal once you have liberated what we've come for. Quicksilver, Scarlet Witch, Rogue, and Blob, stand by in case Spider-Man isn't fooled and Toad….try not and get in the way."

The Brotherhood all were made aware of their plans.

"How are you going to fool the web head?" grunted Blob.

"With a friendly face," said Mystique, as she morphed right into the duplicate image of Charles Xavier, before she unfolded a spare wheelchair from the corner.

XXXXX-XXXXX

The Danger Room began to cackle to life, as the X-Men began to recover.

"Everyone look alive now!" shouted Jean suddenly as the Danger Room began to blink.

"What's happening?" grumbled Kitty as she gave her head a shake.

"The last thing I remembered," said Bobby but then he paused, when the room began to hum, issuing smoke, as several weapon systems and traps retracted from the walls and the ceiling above them. "Uh, this is new."

"She's activated level one ninety eight," said Hank in a mixture of awe and horror.

"Not level one ninety eight!" shouted Bobby in absolutely horror when it had clicked in his mind.

"Um, what is level one ninety eight?" asked Kurt, as everyone but the original five seemed rather baffled.

"The most dangerous level of the room," explained Scott as he tried to shake the cobwebs off, but found that he was pretty much immobile. He dug through his pocket and by sheer luck, the Brotherhood had not taken the extra visor that he had kept on him. Carefully, he slipped it on. "One that not even Logan would attempt."

"Well if something's too dangerous for even Logan, than that's really encouraging," said Kitty sarcastically.

"There has to be a way to shut it down," suggested Ororo.

"Afraid not," said Hank as the entire group tried to pull themselves together. "Its very adaptable."

"Wouldn't that be a good thing?" asked Kitty. "I mean, we should be able to figure it."

"I meant the room is adaptable to what we do in this level, more so than normal," clarified Hank as several orbs of energy began to fire up.

"Fun," said Kitty dryly.

"You know, it might be a good idea to skip the Q and A until after we survived this!" shouted Jean, as the lasers began to fire all simultaneously, and a shield appeared around the entire group, that quickly was sliced through. The group just managed to barely scatter.

"We need to find a way out of here and fast!" shouted Scott. "Everyone stand clear!"

A full powered optic blast from his eyes had obliterated several of the laser blasters on the wall but when they fell to the ground, they morphed into miniature robotic walkers.

"I see what you meant when you said highly adaptable," said Kurt grimly, as the walkers began to advance on the group, as they backed off, but spikes began to shoot from the wall. "There's got to be a way to shut it down."

"Without outside help you can forget about it," said Warren as he cycled around the room, directly the laser fire from the walls to blow the spikes to smithereens as it followed them.

"That's not going to work for long," said Jean. "And I managed to send a telepathic distress call."

"So you managed to get in touch with Wolverine," said Scott. "I never thought I'd say this, but he couldn't get here soon enough."

"Not Wolverine unfortunately, I had to lock onto the nearest capable person and I just managed to get the message through, at least I hope I did," said Jean.

"Who?" asked Scott, as now the floor was shooting electrified cables out from underneath it, to try and ensnare the group.

"Spider-Man," said Jean. "Providing he got the message. He had some kind of natural barrier towards telepathy that I had to take down before I could get through."

"It must have been a byproduct of the spider that gave him his extraordinary powers," said Hank. "Fascinating."

"Yes, thrilling," said Warren in a bored voice. "I've heard about this Spider-Man, but do you think he can beat the Brotherhood, even when they've improved."

There was no time to really discuss this matter, as the Danger Room continued to assault the X-Men with its brutal level.

"Duh, this is so obvious, I should just phase through the floor and get out through the basement," said Kitty mentally slapping herself for overlooking such an obvious solution.

"Wait, Kitty, no!" shouted Scott when Kitty tried to sink through the floor but she only got halfway, before some force propelled her upwards, causing her to hit into the ceiling, where cables wrapped around her. Concentrate as she might, she could not get out and she screamed, when several buzz saws and flame throwers popped out of the ceiling.

The other X-Men were fighting their own pratfalls but Ororo summoned heavy winds to blow several traps away. Pointing to the side, she managed to blow out the flame throwers, before she rocked the saws from their foundations.

"I shall have you out of there in a moment," said Ororo but the floor beneath her had rumbled, causing a panel to erupt upwards with her on it. She was caught off guard and another slid out of focus. A small pit appeared and she fell right into it.

An electric forcefield appeared over the area. It trapped Ororo in the conclosed area. Her loud screams echoed throughout the Danger Room, as she tried to free herself from the enclosed area.

"It's studying us, almost like science projects," said Hank as he swung around, disabling as many of the traps as he could manage.

"Yeah, something tells me its going to dissect us before too long," remarked Bobby, but he managed to freeze several weapons. This tactic only worked for a matter of seconds before they shook loose and began firing with a vengeance.

The forcefield was short circuited and Ororo sprung up, breathing heavily, but she managed to compose herself long enough to compose the team.

"Remind me again, was there a way to beat the Danger Room at this difficulty?" asked Warren.

"No," said Scott in a resigned voice. Xavier had told him in secrecy that there was unable to be a failsafe to be encoded into this final level because of a computer anomaly. The X-Men continued to fight and pretty soon they would be fatigued, but when normally the program would be shut down, the only way that it would be stopped as if the entire group died or if it was actually was defeated.

XXXXX-XXXXX

Spider-Man swung right into the lawns of the X-Mansion, before he carefully walked forward, looking from side to side anxiously.

" _For a place that got attacked by a group of hostile mutants, everything seems a bit quiet," thought Spider-Man. "Got to be careful, they could be setting a trap for any visitors. Of course, I never saw the Brotherhood as a group who could set their alarm clock. Still got to be careful."_

The door opened and immediately, Spider-Man was tense, but he relaxed ever so slightly, as Professor Xavier wheeled out.

"Spider-Man, this is a surprise," said Xavier. "What brings you to the mansion tonight?"

"I heard a telepathic distress signal," said Spider-Man carefully, as he looked at Xavier. "Jean said that the Brotherhood was attacking, thought it sounded important."

"I'm afraid you must be mistaken, Spider-Man," said Xavier. "There has been no attack and everyone here has been deep asleep for quite some time. Rest assure that I will investigate this manner. There might be a renegade telepath that is trying to mislead you."

"If you say so, Professor," said Spider-Man. "If you find out anything, please contact me. You know where to find me."

Xavier nodded but there was something rather unsettling about the look on his face and it clicked in the web slinger's mind.

"You were right Professor, the X-Men weren't in danger," continued Spider-Man. "In fact, it appears that our conversation woke them up and they're behind you."

"Xavier" leapt from the chair suddenly in surprise. There was no way that they could have escaped the Danger Room in their condition.

A punch right to the jaw brought "Xavier" back to reality.

"Where is Xavier?" demanded Spider-Man but the imposter expertly took Spider-Man's legs out from underneath him with a legsweep, before slamming him against the wall.

"At the bottom of the ocean if I'm lucky," said Mystique as she morphed back into her normal form. "Along with Fury and the rest of SHEILD."

"What…SHEILD?" asked Spider-Man but Mystique threw him right to the ground. Spider-Man picked up the wheelchair and attempted to launch at Mystique, but she used expert agility to dodge it. "Just who are you anyway?"

"Mystique but that won't matter for long, as you won't interfere in my plans," said Mystique as she knocked Spider-Man around but Spider-Man managed to dodge an assault. "Quicksilver, take out the trash."

A blur shot by and grabbed Spider-Man running him out of the front door, before running several miles up the street, before depositing him in an open dumpster many miles away from the X-Mansion in the blink of an eye.

" _Wow, this reminds me of my Freshman year," thought Spider-Man, as he pulled himself out of the dumpster. "Okay, don't know what just happened, but I know that I've got to get back there."_

Spider-Man once again swung, but suddenly, he returned to an X-Mansion that had been put into complete lock down. Once he took a step forward, the mansion's defenses began to fire right on him. Spider-Man dodged behind a tree.

" _Okay, not going to get in the front door this time," thought Spider-Man. "I'm going to have to find another way in, somehow."_

Spider-Man shot his webbing, wrapping them around two of the weapons, before spinning them, causing them to blow each other up. Quick as a blink of an eye, he managed to scale up the side of the mansion.

" _No window here, let's see that window's covered, so is that one, and that one and that one, and well pretty much all of them," thought Spider-Man before he made his way up to the top of the mansion, where the metal paneling stopped at a chimney. "And this is the only part that isn't covered…no, no, I'm not going to try to enter the Mansion this way…this is too ridiculous even for me."_

Spider-Man looked around, but much to his horror he found that there was no other way in.

" _I feel like a complete and utter tool for even trying to get in this way," thought Spider-Man, as he pulled himself to the chimney and tried to push himself inside, but found that it was a tighter fit than he could imagine."This could take a while."_

XXXXX-XXXXXX

"Great, we're going to crash into the Atlantic at this rate," grumbled Fury as he continued to work with headquarters. "One chance, have to work quickly."

It was all Fury could do to steer headquarters back into position. By now, the intruder and the kidnapped prisoner would have gotten a head start. Still, much to his relief, he had managed to get everything back on course, at least for the most part.

XXXXX-XXXXX

Toad hopped around the house, bouncing from wall to wall, as Blob moved towards the refrigerator.

"I can't believe you're thinking of eating at a time like this," complained Toad.

"Hey, fighting the X-Men makes me hungry," said Blob.

"Everything makes you hungry," argued Toad.

"Just trying to get a light snack," said Blob, as he built a large sandwich that reached the ceiling. "The mustard's got to be in here somewhere."

"Man, this sucks, I get my butt kicked for the team, and Mystique just threw me on the bench," said Toad. "Magneto never did this."

"No, he just threatened to kill you if you screwed up," said Blob in between bites. "Seriously, maybe now, the Brotherhood will get respect."

"Yeah, right," said Toad sourly, as his tongue snapped up, grabbing a fly but Pryo walked in.

"Blob, Mystique needs your girth to lift something, we believe we've found it," said Pryo. "Avalanche can't do anything to move what's there and I can't melt the floor. We hit something."

"Out of my way, whatever it is, I'll take care of it," grumbled Blob.

"Good, I'll stick around and entertain Toad," said Pryo, as he shot a blast of fire right over Toad, who shrieked, as it burst a bookshelf into flames. "Ah the smell of burning literature, isn't it grand?"

"Yeah," said Toad. "But watch where you pointed that think, you nearly barbequed me."

"Relax, I wouldn't barbeque a teammate," said Pryo with a grin as he shot small ball of fire into the air, whirling it around the air, in amusement.

XXXXX-XXXXX

"Pietro, stop that before you wear a hole through the ground," said the Scarlet Witch in an irritated tone of voice, as she watched her twin brother pace up and down the hall at the speed of light.

"Sorry can't help it bored out of my mind can't believe Mystique has us here on guard duty I mean how long does it take to lift one little thing out of the ground," said Quicksilver quickly not pausing to take a breath, talking about as fast as he moved.

"Slow down when you're talking, that drives me up a wall!" shouted the Scarlet Witch, which caused several windows to rattle as she glared at her twin.

"Whoa, calm down," said Quicksilver more slowly as he stopped watching his sister taking calm breaths, before her powers had ripped a hole right in the middle of the neighborhood.

"I'm sorry, it's just that we haven't gotten close to our father," said Scarlet Witch. "Mystique said that if we helped her, she would help us track him down."

"She will, trust her Wanda, please," said Quicksilver.

"I trust Mystique as about as far as I can throw the Blob without my powers," said Scarlet Witch blandly.

"I don't trust her either," admitted Quicksilver. "But, she has to help us. If she betrays us, then what. What are the Brotherhood without our powers? You heard what they were when Magneto was around, before we joined. A bit of a joke."

Quicksilver just paused.

"Besides, knocking about those X-Men were great, I mean they think they're so high and mighty because they live in a mansion," said Quicksilver. "Not to mention I threw Spider-Man out the door on his face in a dumpster. I mean, I think I did great."

"Yes, with a black eye, you did so well," said the Scarlet Witch dryly. "How does it feel to be teleported into a wall, by the way?"

"Hey, he got lucky," protested Quicksilver. "Not all of us can throw hex bolts at people and have their powers conveniently fail."

"Listen, it took me years to master that and with your feeble little brain, that kind of power will melt it," said Scarlet Witch. "Plus, running at the speed of light, that's really easy. Be anywhere in the world in a matter of seconds. You can leave when you want and never be late."

"Please, like my powers are that good," said Quicksilver. "Everyone is too slow I mean I have to slow down and wait for anyone. It's a wonder that I'm not insane."

"Look, I don't care, I just want to find our father and find out why he abandoned us," said Scarlet Witch shortly, not wanting to discuss this manner a second further and Quicksilver appeared to have gotten the message.

XXXXX-XXXXX

A loud crashing sound echoed throughout the room that Toad and Pryo were in.

"There's something in the walls," said Toad.

"Maybe this place has mice?" suggested Pryo, but the fire wielding mutant stood carefully, as the rumbling echoed through the area of the fireplace.

"I don't like this, maybe we should call for back up," said Toad.

"Nah, I think whatever's in there, we should great it," said Pryo. "Wouldn't you think our guest would like a nice warm fire?"

Before Pyro could do the deed, the fireplace burst open, causing bricks and rubble to fly everywhere, before he was kicked right into the face by a very dazed Spider-Man. Pryo landed right on the ground with a thud, as Toad stood, before he hopped into battle and quickly got webbed against the wall.

"You wouldn't believe what I had to go through to get here," said Spider-Man.

"Well, you're going to be going out of here soon," said Pryo, as he shot two large bursts of flame right towards Spider-Man, but Spider-Man dodged it.

"Are you crazy, you're going to set the entire mansion on fire if you're not careful!" cried Spider-Man but then he got one good look at Pryo and the crazed look on his face. "Oh, right, stupid question."

A fire construct moved towards Spider-Man. The web head was nearly run over but his quick thinking, not to mention careful maneuvering, caused the web slinger to dodge them. Swinging around, Pryo was caught right in the face with two kicks but he rebound quickly.

"Stand still, ya wanker!" bellowed Pryo as two more flames went towards Spider-Man.

" _Starting to get too hot to handle," thought Spider-Man. "Got to cool down fire boy here, before he causes some real damage."_

Spider-Man moved around, before he dodged the attacks from Pryo. Two lines of webbing shot out, wrapping around two nails in the wall, before Spider-Man used it to propel him. With a loud crash, Pryo was slammed right into the ground. Quickly, Spider-Man drained the lighter fluid from Pryo's costume, so he could not make any of his dangerous constructs. The mutant was hurled right into the wall, before he was webbed upside down.

With that, Spider-Man turned his attention to Toad.

"Um, hi, Spidey," said Toad meekly.

"Where are the X-Men?" demanded Spider-Man.

"Well, they're around, alright," said Toad but Spider-Man grabbed him. "Alright, alright, easy, Mystique threw them all in that Danger Room thingy that they have and set it to some super uber setting that will kill them…I don't know, that's all I swear, I swear."

Toad was thrown down to the floor, as Spider-Man made sure the other two mutants were in place, before he scaled up the wall.

" _You know, all those times I've been to this Mansion and all the times Kitty's whined about training, I've never been clued into where the Danger Room is," said Spider-Man. "Okay, figure it out Spidey, if you were a giant room with a destructive training program that can be used to kill mutants, where would you be? Yeah…not as easy as it sounds. Boy, if I only found a way._

Spider-Man clung to the wall confused, before once again, the same sensation he felt earlier with his spider sense going off and then being disabled.

" _Peter, this is Jean, from where you're at, right, left, right, up the staircase, to the right, second door on the third hallway, and please hurry, we're losing badly. You need to unplug it from the outside…got to keep from getting killed, bye."_

Spider-Man hung from the ceiling, shaking his head.

" _Alright, telepathy is just plain creepy," thought Spider-Man. "Yes, I'm quite aware you might have heard that thought, but it's true. I'll be there as soon as I can, if you can hear this."_

XXXXX-XXXXX

"I really hope he got my directions," muttered Jean to herself but seconds later, it was obvious he did, when she had got an echo of Spider-Man's quip, mentally arranging herself.

"I don't know how much longer we can hold this out," called Bobby. "I mean, we've been knocked around for ages."

"Just a few more minutes, we're going to have to hold it off long enough for Spider-Man to get here," said Scott, as he blasted another trap.

"I've got an idea!" shouted Kitty suddenly.

"Great, we're doomed," said Kurt which caused Kitty to give him a dirty look.

"No, I've got a plan, you said it yourself Kurt, the Danger Room's just like one big video game," said Kitty. "And I've never lost in a video game."

"I wasn't serious!" yelled Kurt suddenly, as he teleported out of the way, but his teleportation had put him in line for two more traps, that he just narrowly avoided. "It was just to…"

"No, I think this is going to work, but first you've got to keep these overgrown floor buffers away from me," said Kitty, as she watched the machines that had just spawned out of the floor.

"It might buy us some time," agreed Hank. "Until Spider-Man manages to get here and unplug the room."

The group had little time to argue, as Kitty phased her hands right to the floor but was careful not to go any deeper.

"There's got to be some kind of cable or something I can use," muttered Kitty, but a blast of laser fire had caused her concentration to break slightly but she continued to dig through the floor and managed to pull a large thick cable, which caused the lights in the room to flicker. "I've got something."

"Great, whatever you're doing keep it up, its stopping it," said Bobby, as he was able to leisurely take out several weapons.

"No, it's still attacking but they're much slower," said Ororo as a lighting bolt took out one of the launchers.

"We're not out of the woods yet, they're still plenty of traps," cautioned Hank. "We could be lured into a false sense of security."

As if on cue, the Danger Room stopped fighting and appeared to resume to normal.

"Yes, we've beat it!" cheered Kitty but the senior members of the team gave her dark looks. "What, the Room stopped firing at us, that's a good thing?"

Suddenly red lines began shooting around the Danger Room walls and on the ceiling as well.

"Time until Danger Room self destruction, T Minus One Hour. All who remain inside will be irradiated."

Kitty just shrieked and put her head in her hands, as a few members of the team gave her dirty looks at what she just did.

"We've got to get out of here!" shouted Bobby.

"No, touch the walls or the ceiling and the room automatically explodes," said Scott. "It can only be shut down fro the outside for sure now and it has to be done in one hour."

"Then, Spidey better get here soon," muttered Bobby, as the others nodded grimly, as the Room began to flash.

XXXXX-XXXXX

"I've just about got it up, it was jammed up pretty time," grunted Blob, as he pretty much had to tear the entire floor up.

"It's here," said Mystique gleefully, as she had saw it was right there, a large metallic structure. "Buried underneath the Mansion, incredible, the last place anyone would think to look, I doubt even Xavier in all of his wisdom would even think. We must extract it carefully. Avalanche, begin to take it that wall but don't scratch it whatever you do."

"Right," said Avalanche as he began to carefully cause the ground beneath him to shake from side to side. The wall began to crack, loosening from the structure and the vibrations caused the entire room to shift.

XXXXX-XXXXX

Spider-Man scaled the sides of the wall, holding his breath, as he passed the hallway where Quicksilver and the Scarlet Witch stood. With each passing moment, he was closer to the Danger Room, but the staircase that he needed to ascend to get up there was right behind them.

" _Typical luck," thought Spider-Man but suddenly the walls began to rock. "And this is my luck as well…oh crap!"_

Spider-Man landed right in front of the two mutants who were shocked for a moment but they quickly recovered.

"You, I thought I took you half way across town!" shouted Quicksilver in surprise.

"Yeah, well I've never been one to take a hint," said Spider-Man and Quicksilver stepped back, as he began to rush towards Spider-Man.

" _This guy's as quick as my spider sense," thought Spider-Man but somehow, he just by the narrowed of margins, threw himself out of the way. He nearly cracked his head on the wall in the haste._

"I don't know how you dodged that, Spider-Man, I'm the quickest person who ever lived," said Quicksilver.

"Well no wonder you're with the Brotherhood on a Saturday Night, can't get a date because of your quickness," quipped Spider-Man and it took Quicksilver a few seconds for his brain to register that, long enough for Spider-Man to shoot lines of webbing. Quicksilver dodged the webbing, as they wrapped against a wall.

"Quicker than you, come on, that was too easy, that was too simple," said Quicksilver as he zipped back and forth, taunting Spider-Man. "Too slow too slow come on get me hit me come on you can't catch me you can't you can't"

Quicksilver was caught and webbed right to the floor suddenly.

"What the…." Started Quicksilver but he was stuck right to the floor. The amount of webbing that Spider-Man shot at him the dozens of times he zipped around had built up and created a very powerful adhesive. "Wanda, don't just stand there, help me."

"If you insist," said the Scarlet Witch, who was watching the fight with amusement and a bolt shot right towards Spider-Man.

"Missed," said Spider-Man as his spider sense registered and he dodged but it hit the wall right behind him, causing a shelf to slide off and once again, he avoided it before it landed on his head. Spider-Man bounced all around. "So, you really think those little techno color lights can really hurt me."

Scarlet Witch refused to respond. She needed complete concentration when using her powers and speaking was not a luxury she could afford to have.

" _This is too easy, I can dodge these little bolts all day," thought Spider-Man but suddenly, a bolt ricocheted off the wall. He dodged it, as they bounced off the walls. "What the, the walls are slick, I can't grab onto them."_

Spider-Man lost his balance and got blasted. The pressure of his web shooters built up, exploded and wrapped him into a cocoon of his own webbing.

"That's what they do, Spider-Man," said Scarlet Witch as she watched her brother's struggles. "You seem to be in a sticky situation, Pietro."

"Very, funny, just get me out of here," said Quicksilver and a bolt caused the webbing to dissolve.

"Tell Mystique we have a bit of a pest control problem," said Scarlet Witch, as Quicksilver zipped upstairs.

XXXXX-XXXXX

" _Well this is bad, trapped in your own webbing, not the first time this happened, Magneto, yeah and now it's happened again," thought Spider-Man. "And normally webbing being so strong would be a good thing, but not with me any it. Oh well, it'll dissolve in an hour. Not like anything life threatening is going to happen in an hour."_

Almost on cue, another telepathic distress call had interrupted Spider-Man's thoughts.

" _Peter, are you on your way here?"_

Spider-Man was still caught off guard.

" _Well, I was, but I ran into a little complication. I swear, I'll be there as soon as I can."_

" _Just thought you'd like to know the Danger Room is programmed to blow up in less than hour with us inside and the backlash will kill everyone inside the Mansion."_

Spider-Man's eyes widened, as he tried to break through his own webbing, but he had made it too well. He heard footsteps and he knew it could only be the members of the Brotherhood, perhaps ready to dispose of him when he was caught in his own webbing.

A boot had connected with the back of his head, as he managed to free himself, knocking him completely loopy.


	50. Twisted Web Part Three

**Chapter Fifty: A Twisted Web We Weave Part Three:**

Spider-Man had opened his eyes, as he had found himself shackled to a wall inside of an empty room in the Mansion. He was face to face with Mystique as he woke.

"Good, you're awake," said Mystique calmly. "I would have been disappointed if you had been out when the Mansion went up in smoke. Forty five minutes and the mansion explodes, taking the X-Men with it and you as well but we'll be long gone by that time.

Spider-Man tried to shake the cobwebs out of his head.

"I bet you think you're clever thinking you could sneak past us," said Mystique.

"Well, I do ace most of my classes at school," retorted Spider-Man weakly.

"I don't think you have fully grasped the gravity of the situation that you're in," said Mystique calmly. "You've failed Spider-Man and now myself and the Brotherhood will take the spoils."

"And what exactly are the spoils?" asked Spider-Man curiously but Mystique just responded by laughing at him.

"You must be more gullible than Rogue was to think I would tell you anything like that," said Mystique. "She believed that the Brotherhood was out for good and the X-Men were trying to enslave mutants. But sadly, she'll never learn the truth."

Spider-Man tried to move his arms.

"Struggle all you want Spider-Man, it's useless, you're useless," said Mystique, as Spider-Man tried to find his way out, as Mystique held up his web shooters and web cartridges as well, before tossing them in the corner, far out of his reach. "And you can forget about using any of your little spider tricks to get out. I made sure that I got all your little toys before you got out."

" _Well, she's efficient I'll give her that," thought Spider-Man. "Forty Five minutes, less by now, I've got to get out of here, or there's going to be a big crater in the ground. The thing is, these chains have no give at all and my spider strength isn't strong enough to bend them. Still got to summon everything I can. Got to save them, as soon as I can."_

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"What's taking Spider-Man so long, he should have been here by now?" asked Bobby.

"He might have run into a little problem," said Jean suddenly.

"What kind of a little problem?" asked Scott.

"A big little problem," answered Jean trying to remain focused and calm . "He got caught by the Brotherhood apparently."

"Well, we're kind of screwed then," said Kitty dismally.

"There is still time," said Ororo. "Still hope."

"Yeah, I'd be a lot more hopeful if I wasn't about ready to be blown in a billion pieces," said Kitty and it was a sentiment that was well shared.

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Spider-Man tried to continue to break his way out of the chains.

"I don't see why you keep doing that, it's pointless," said the Scarlet Witch calmly.

"Hasn't stopped me to trying with anything before?" asked Spider-Man.

"So, Spider-Man…well I expected you to be a bit taller," managed the Scarlet Witch.

"Oh, that's funny," remarked Spider-Man in a dead pan tone of voice.

"Hey, I'm just making small talk, I'm really not with them, well I am with them technically," said the Scarlet Witch. "It's hard to explain."

"Well, considering I've got all of the time in the world before I'm blown to bits, feel free to share," said Spider-Man. "I mean what's stopping you from just untying me down, if you're not really with them."

"Look, Mystique promised me and my brother, you know Pietro," said Scarlet Witch.

"Yeah, the jerk that ran me across town at hyper speed and threw me in a dumpster," said Spider-Man softly.

"Yes, that one," said Scarlet Witch, barely suppressing a small smile. "Anyway, our father, abandoned us, left us, for his crusade and Mystique promised us that she would help us gain revenge on him if we helped her."

"And you believed her, and people call me naïve," remarked Spider-Man. "Revenge is a slippery slope, you might think you've done good by getting revenge on someone that hurt you, but it never goes away. No matter how hard you knock him around, nothing makes the pain go away."

"Look, you don't understand," said Scarlet Witch. "You don't have Magneto as your father."

"Oh, Magneto, well that explains a lot," said Spider-Man but had to think quickly. "Well, I'm not about to defend Magneto as the patron saint of good parenting or sanity for that matter. This guy isn't right in the head at all but maybe there might have been a good reason why he abandoned you two."

"A good reason, nothing can be good enough for what he did!" shouted Scarlet Witch.

"You did have a roof over your head, shelter, didn't you?" asked Spider-Man. "It's not like you lived on the streets."

"Well, no, but that's not the point," said Scarlet Witch as she shook her head.

"He might have been trying to protect you," said Spider-Man. "You might say what kind of father abandons his children but if he did chose to raise you, what kind of father chooses to drag his children along on his crusade against humanity that can get ahead. In all your angst and boo-hooing, did you ever once think of that? So you have Daddy problems, so what? Grow up and get over it."

"I could rip you to pieces with my powers," said Scarlet Witch who was angry that Spider-Man was making light of this situation.

"Yeah, you could and you should, but that wouldn't change the fact that what I'm telling you is true," said Spider-Man. "Magneto's done some really awful things, but maybe this time he was right. Or maybe he just didn't know about you? Didn't that ever cross your petty mind?"

Scarlet Witch stood in the corner, conflicted and she turned, before she walked off.

" _Wow, for a brief second, I thought I was going to be turned into paste," said Spider-Man. "Still, Magneto as your old man, I would have a few issues too…got to get out of here somehow, X-Men are counting on me, I can't let them down."_

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"Wanda, I thought that you were supposed to be guarding Spider-Man," said Quicksilver. "I said I would come for you once they got that thing out of the ground."

"Look, Pietro, what if our father didn't know about us or he abandoned us for our own good?" asked Scarlet Witch and Quicksilver had a confused look on his face before he suddenly realized.

"You've been talking to the web head, haven't you?" asked Quicksilver. "Listen, Wanda, you heard what Mystique said, Spider-Man's a creep that likes to get in your head and mess with it to make you screw up, make mistakes. You're never to let him talk to you, because when he starts talking, that web slinging twerp won't shut up. Ever, he hasn't defeated all those people he did because he was good, he did it because he just wouldn't shut up. I bet half of them threw themselves in jail, to get away from Spider-Man."

"He did make a good point," said Scarlet Witch.

"No, he's just trying to make you confused so he could find a way out of there, look, you stand here and I'll go keep an eye on Spider-Man, he won't get in my head and mess with it," said Quicksilver, as he zoomed off at the speed of light and a blink of an eye later. "You think you're smart don't you?"

"Well, , I don't mean to brag, but yeah" said Spider-Man.

"My sister might have fallen for your crap, but I'm not about to, web slinger," said Quicksilver.

"Well, I guess we have the brains of the operation," said Spider-Man dryly. "I mean, you sure couldn't be the looks."

"Yeah, laugh it up now Spider-Man, but you'll be joining the rest of the X-Men in wherever creeps like you go when they die," said Quicksilver.

"You couldn't be too smart though, given you just got suckered into doing guard duty," said Spider-Man. "Yeah, you're a sucker and you got snookered into looking after me, because none of the Brotherhood thinks you're useful. I mean, they're just using you and I bet they're laughing behind your back right now. Seriously, Toad and the Blob are laughing behind your back. Not with you, at you, because you've been regulated to guard duty, while they get to do all the fun stuff. I mean, do you even know what Mystique is after?"

"Yeah, I'm in on the plan," said Quicksilver.

"Then what's she after then, genius?" retorted Spider-Man.

Quicksilver opened his mouth, before he caught himself.

"Very funny, but I'm not going to fall for that old trick," said Quicksilver.

"Oh, bravo, too bad I just figured out what Mystique's after," said Spider-Man smugly.

"Wait, you couldn't have figured out that Mystique was after a part of some Doomsday device," said Quicksilver. "How did you figure it out?"

"Doomsday Device component, thanks Pietro, I owe you one, buddy," said Spider-Man as Quicksilver just realized that he had been duped and he zipped off to tell Mystique.

" _Doomsday Device…no, it couldn't be…could it?" thought Spider-Man._

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"It's out," said Avalanche, as the room was open and there was a rope tied around the component.

"Good, be careful not to scratch that thing," said Mystique as she stood nervously. There was still enough time to escape free and clear, with the mansion blowing Spider-Man and the X-Men to bits. "Toad, lower it down, gently."

"Right, boss lady!" shouted Toad from a helicopter, as a harness dropped down but there was a loud round of shouting, which caused Mystique's concentration to be broken.

"Very, funny, Wanda, trying to trick me into doing guard duty, well I'm not falling for that again."

"I thought you said Spider-Man wasn't going to get into your head, Pietro."

"Hey, he's smarter than he looks."

"Well, it will be your head on the line, if Mystique finds out what you did."

"If I find out what, precisely?" asked Mystique as she stood there. "What happened? Spider-Man hasn't found a way out, has he?"

"No, but I might have let it slip to him what we were after," said Quicksilver and for a brief minute, Mystique looked as if she was going to kill Quicksilver but she stopped herself, taking a few calming breaths.

"I blame myself, it was obvious that I put too much pressure on you two, and Spider-Man, despite my warnings, managed to mess with your heads, it's best that I don't send you two back, he might trick you into releasing him or something next time," said Mystique as she turned to Rogue, who sat in the corner, away from everything. "Rogue, watch over our prisoner, make sure he doesn't try anything that will mess everything up."

"You want me to do it?" asked Rogue in a disbelieving voice. "Ah don't know."

"I wouldn't ask you if I didn't know you could handle it," said Mystique calmly.

"Okay, if you want me to," said Rogue, as she walked off.

"I'll send Quicksilver to retrieve you once everything is out of here safely," said Mystique. "Providing he can handle it without bungling it up."

"Hey, I messed up but it won't happen again," said Quicksilver.

"It better not or both of you can kiss any chance of you making your father pay goodbye," said Mystique crisply.

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"You know, I was under the impression that Spider-Man would rescue us any minute," said Warren as he stepped impatiently. "Less than twenty minutes before the Room goes up in smoke."

"Spider-Man does tend to come through, but I do admit, he does have a weakness for the theatrics," said Hank.

"He better not be fooling around, when our lives are on the line," said Scott angrily.

"Unless he's still trapped and can't get out," said Kurt.

"He'll get here, he has to have a plan," said Kitty before she added as an afterthought. "I hope."

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Spider-Man slumped after a fresh but futile attempt to free himself.

" _You know, I'm getting used to the fact that I'm in fact a few moments away from getting my spider guts splattered all over the wall," thought Spider-Man. "Just the fact that I failed doing one simple thing is really eating me up. My web shooters, they're over there, taunting me in the corner. Maybe this is how I'm destined to end. Chained in some unused room in a mansion, that is about ready to explode."_

Rogue walked into the room, as Spider-Man looked up.

"I see, you got guard duty," said Spider-Man as Rogue stood there silently. "Not much the talkative sort I see."

Rogue just pulled up a chair, sitting, as she watched Spider-Man, unblinking.

"Well, I guess this is the end, woe is me, I'm damned to a grisly murderous fate and the fact I let down my friends, yeah, that's going to haunt me for the rest of my afterlife," said Spider-Man as Rogue remained silent. "Still not speaking, I see. Not going to get into a verbal game of wits with your friendly neighborhood Spider-Man. What's the fun in that? Mystique was wrong when she called you gullible."

"What did you just say?" asked Rogue.

"She speaks!" cried Spider-Man in mock astonishment. "Anyway, Mystique and I, well we had a nice little chat, she threatened bodily harm on me for trying to foil her plans, usual super villain spiel and all that song and dance, called you gullible. In fact, you seem to be a bit mixed up about something."

Rogue just remained silent.

"Yeah, the thing is that the X-Men are in fact the good guys and the Brotherhood, well, look at those guys, don't you think something smells?" asked Spider-Man. "I mean, other than Toad, that's obvious. They have super powered thugs written all over them. Where did Mystique did you out of anyway? What makes you so loyal to someone like her?"

"She helped me, they locked me up in a cell, because ah was too dangerous," said Rogue.

"Interesting, so Mystique just happened to break you out and you thought she did it out of the kindness of her heart," said Spider-Man. "Well, I suppose I should cut you a little slack, given that you might have been in there for a long time and it can't have been too pleasant. You don't look too dangerous. What do you do anyway that makes people run in terror?"

"When Ah touch people, they pass out and Ah get their memories and their energy," said Rogue quietly. "It ain't pleasant either. Ah get headaches when it happens and if Ah hang on for too long…they won't wake up ever."

"Uh, well that sucks," said Spider-Man. "Although no wonder Mystique came after you. I mean, with that power, no one could stop you. Anyone who gets in your way, you could take out and if Mystique controlled the power, then she could do anything she wanted. Include settle an old grudge with the X-Men."

Rogue remained silent once again.

"Let me break this delicately," said Spider-Man. "She's using you. YOU….ARE…A…WEAPON…TO…HER!"

"She helped me!" argued Rogue. "Ah could have been there for the rest of my life it wasn't for her."

"Yeah, but if she didn't need you, she would be," said Spider-Man. "Rogue, you might think your power is a burden and you might think it's a problem, I bet you think that Mystique is helping you, but she's not."

"Stop it!" yelled Rogue. "Shut up!"

"It doesn't have to be this way, it's not too late to put things right, Rogue," said Spider-Man. "Your power is only bad if you use it that way. You can learn to adapt. With great power there must…."

"No, you're wrong, ah can't let with this power," interrupted Rogue. "Mystique and the Brotherhood, they've reached out for me. Without them, there would be nothing."

"With them, you're nothing," said Spider-Man. "If you keep helping them, once Mystique thinks you're a liability, you'll be back in that government cell so fast that you're head will spin and this time, you will be the one not waking up. They will load you with so many drugs that you'll be lucky to blink and that's if you're not shipped off to some lab for dissection."

"That's not going to happen," said Rogue. "Mystique won't abandon me."

"She was right, you're gullible," said Spider-Man.

"Shut up!" yelled Rogue.

"You can't shut up the truth," taunted Spider-Man.

"You better shut up, you don't know anything," said Rogue, as her voice shook.

"Why don't you make me shut up?" asked Spider-Man. "I'm not going to be quiet just because you asked me. Mystique should have warned you about that, it's a wonder you didn't listen, you follow everything else…"

Rogue reached forward and grabbed Spider-Man's mask, pulling it up slightly, before touching him long enough to render him unconscious. Before she could completely let go, she saw flashes of memories.

It took only a moment for everything to flood to her. The fact that Spider-Man was telling the truth to her the entire time.

Rogue could not express words to the anger she was feeling. There was only one thing she could do.

She unshackled the unconscious Spider-Man, before she gently dragged him over, propping him in the chair. Expertly, with the knowledge she had gathered from draining Spider-Man's memories, she loaded his web shooters, before she slipped them on in.

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"Lethal destruction protocols to be activated in one minute and counting," echoed a voice throughout the Danger Room.

"He's not coming," said Bobby in a dismissive, deflated voice.

"No, he's got to, some daring last minute rescue, he's got to," said Kitty.

"Kitty, he's…I tried to get in touch with him, he's unconscious, he's not coming," said Jean gently.

"Unconscious, but…" stated Kurt suddenly unable to speak

"Well, that's the end, we're screwed," said Bobby, as the group turned to Scott, as if expecting him to pull out some daring last minute plan.

"It's been an honor working alongside all of you," said Scott, as he braced himself for the end. Every answer that he could think of would have triggered the lethal protocols in the Danger Room.

"So, we're done, like this, after everything," said Bobby.

"I can't believe it, blown to bits!" yelled Kitty losing her head. There was no reason to keep her composure now, considering she was about ready to die. "All of us, those rotten Brotherhood…I swear I'll find a way to come back and haunt them and…."

She just collapsed on the ground, in complete shock, unable to formulate a complete sentence.

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Then nothing. With approximately four seconds to go, the Danger Room stopped blinking.

"So, where's the kaboom?" asked Kurt.

"I don't think it's coming," said Ororo.

"But, I thought you said Spider-Man was knocked unconscious," said Scott to Jean, who just shrugged, she was utterly baffled.

The room opened and the X-Men froze, when they saw Rogue standing right there, facing off against them.

"You, what are you doing here?" asked Scott

"Look, ah made a terrible mistake…." started Rogue.

"Where's Spider-Man?" demanded Kitty. "If you done anything to him, I swear…"

"Look he's perfectly fine, listen to me for a minute…" stated Rogue but a blast from Iceman had interrupted her. She dodged being frozen, as she leapt onto the walls, with precise, quick acrobatics, ducking and dodging all of the X-Men's assaults.

"She used her little mutant vampire hand sucking thing to drain his powers," said Kitty.

"Yeah, I think I gathered that," said Scott, as Rogue somersaulted over the optic blasts. "We can't get a fix on her…not when she has his spider sense."

"Not to mention spider strength, spider acrobatics, and spider…climbing the wall action," added Bobby.

"Look, listen to me, ah know what Mystique is doing and you've got to stop her!" shouted Rogue, as she slid underneath the attack. "She lied to me, made me do this, just stop fighting and trust me. Ah can help you."

"Alright, cease fire," said Scott "But if you're lying about this you'll have to deal with us."

"We better hurry, she's going to get that thing out of there before long and leave you guys to die," said Rogue.

"What thing?" asked Hank curiously. "There's something inside the Mansion that she wants."

"Wow, you folks are quick witted," said Rogue. "Just follow me, ah can explain on the way."

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Mystique watched as the component was lifted out of the ground. It would have been done sooner, but given what she was forced to work, it took a bit longer than it thought.

"We better hurry," said Avalanche as he checked over his shoulder. "We've got to be close to time."

"We have enough to escape, I'll go up first and the rest of you will follow," said Mystique, but she turned to hide a calculating smirk. She would be going, but the rest of the Brotherhood would go down with the X-Men and Spider-Man, given that she had no further use for them.

A blast of energy shot through the air, connecting with the cord holding up the Doomsday Device component and causing it to fly toward the ground.

"BLOB!" shouted Mystique in a horrified voice, but Blob thankfully had enough of his wits about himself to catch the object. Mystique and the rest of the Brotherhood turned.

"Mystique, we're haunted by ghosts!" shouted Pryo as he backed off, sending explosive blasts of fire. "Stay away from me, I swear, you don't want a piece of me."

"Ghosts, hardly," said Scott. "The X-Men escaped your trap Mystique and we're going to put a stop to your little looting."

"That meddling arachnid," said Mystique angrily.

"No actually it was me," said Rogue as she stepped forward, to face Mystique. "I saved the X-Men from being blown to bits, just in time as well. You would have gotten us all killed with your obsession over that thing."

"Rogue, after all I've done for you, you betray me," said Mystique angry, with a slight, small miniscule hint of hurt.

"Yeah, all those lies really did me a world of good," said Rogue.

"I don't have to explain anything to you," said Mystique as she turned angrily. "Scarlet Witch blast them. Cause all their powers to unload or something, just enough to get us out of here!"

Scarlet Witch turned, but several lines of webbing shot out, wrapping around her hands, binding them together.

"No, I don't think we'll have any more improbable accidents today," said Spider-Man, as Kitty dove forward, grabbing the Scarlet Witch, before phasing her right through a wall into a closet off to the side.

"Take them out!" shouted Mystique as the Brotherhood moved in.

"We beat the X-Men once, we can do it again," said Quicksilver.

"Yeah, but that's when we had the advantage, now the ball's in their court," said Avalanche but he screwed his eyes up and began to cause tremors to go through the Mansion but Storm quickly neutralized his powers.

Mystique grabbed a pellet and threw it on the floor, covering the hall in a green gas.

"Blob, lift it up, Toad get the copter as low to the ground as possible!" shouted Mystique, as she crouched on top of the Doomsday Device.

The smoke began to clear, as the entire X-Men stood against Pryo, Avalanche, and Quicksilver.

"I don't feel too good about these odds on second thought," said Quicksilver. "See you later!"

Quicksilver began to blast out at the speed of light but he was caught on a giant net of webbing on the door. He tried to get out but he was stuck.

"Well, you ran into that one," said Spider-Man.

The closet burst open and the Scarlet Witch exited it, to face the X-Men, as Avalanche and Pryo were handily taken out and the Blob had been rendered unconscious as well when he had lost his grip and hit the ground hard.

"You can't beat all of us," said Jean.

"There's no point," said Scarlet Witch, shrugging her shoulders, as she stepped back, before she sent several blasts right at the X-Men, causing the Mansion to rumble. "Oh and you might want to run, because I just turned on your self destruct protocols again. I say you got a minute."

Scarlet Witch blasted her brother free.

"Get us out of here," said Scarlet Witch. "Be useful for a change."

"Well any suggestions," said Scott as he watched helplessly as the Scarlet Witch and Quicksilver made a getaway.

"Running would be nice," said Kurt, but a shield appeared on them, as Jean concentrated, before she telekinetically lifted the entire group out of the Mansion, along with the three unconscious Brotherhood members.

"What about…." started Kitty but she paused, when she saw Spider-Man latch onto the getaway plane, with a line of webbing, as it lifted out of the ground. "Never mind."

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From the sky, several news helicopters moved in. The tremors through the area and flashing lights had caused great interest, but as they saw the seemingly supernatural activity unfold close, they were in awe.

"We have get this on tape, now get it to a live feed, we'll scoop the news stations!" said a news anchor excitedly, as the activity from below, was being filmed through the hole in the roof. Every second of the battle between the Brotherhood and the X-Men, every power used, was caught on tape and it would soon be seen all over the world within an hour.

It would be on the Internet by morning.

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" _In retrospect, trying to latch onto the back of a flying aircraft with my webbing has to be one of my worst ideas ever," thought Spider-Man as he went from side to side. "I need an air sick bag…or maybe a crash pad. A parachute would be nice, because if this webbing snaps, then they'll have to clean up a Spider-Man sized splat. Easy does it Spidey, want to get in but got to be careful. Providing I can get in here…yeah I really need to think these plans through a bit better."_

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Mystique sat in the front seat, with Toad who looked around from side to side.

"No X-Men on our tails," mumbled Toad. "Could we actually have won this time?"

"Of course we succeeded Toad, if we didn't, those mutants would be right after us, we're in the clear from the mansion," said Mystique but a loud thump had caused Toad to jump out of his seat. "Merely turbulence."

"Your flight is now reaching its conclusion, please remain in the designated seating area until the plane has come to a complete stop," said a voice, which caused Toad to turn around and come face to face with Spider-Man. "Thank you for flying your neighborhood Spider-Man airlines!"

"Man, I heard of gremlins on the plan but never spiders," said Toad.

"Toad, take care of him!" ordered Mystique and Toad obeyed but he leapt right into a back hand from Spider-Man, before he knocked to the ground. Mystique put the plane on auto pilot. "You're an idiot for trying to follow me."

"Yeah, I get that a lot," commented Spider-Man blandly but Mystique blocked his attack and kicked him right into the side of the air craft. He pulled himself to his feet and dodged her attacks, but he found himself knocked right to the ground.

"Look what you did, it's all your fault," said Mystique, as she threw Spider-Man across the length of the plane but the web slinger put the breaks on. "I had everything planned perfection."

"Yeah, that can be really troubling when mass murder tends to go awry and the corruption of teenage girls," said Spider-Man dully, as he avoided the attacks from Mystique.

"You ruined everything Spider-Man and now I'm going to make you pay," said Mystique as Spider-Man narrowly avoided a kick but she pivoted and Spider-Man blocked a shot.

"Yeah, I get that one a lot too," said Spider-Man but he was thrown down. Mystique grabbed Spider-Man and held him around the head, trying to suffocate the oxygen out of him but he easily powered out of her attack. Spider-Man shot a line of webbing but it merely snared around her wrist and it pulled, causing Spider-Man to get knocked right into a punch

"This is where you get off Spider-Man," said Mystique as she began to kick Spider-Man right in the ribs several times, before hoisting him up by the throat and shoving him right through the same emergency exit that he had managed to climb his way into.

Spider-Man struggled, hanging on for dear life, as Mystique just walked over and began to stomp his fingers. The web slinger's grip was broken as he spiraled down to the ground.

Suddenly, he was stopped, held up by some kind of telekinetic force, as he was slowly lowered to the ground.

" _Thanks Jean," thought Spider-Man wearily._

" _Don't mention it," replied Jean. "Although you could stand to lose a few pounds."_

" _Hey!" thought Peter incredulously._

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Mystique pulled herself up. The component that she had stolen was still accounted for.

"Good, still here," said Mystique as Toad brushed himself off, holding the side of his face where Spider-Man back handed him. A slight beeping sound echoed.

"What's that?" asked Toad.

"We're slightly over weight, about one hundred pounds," said Mystique. "We need to dump something to lighten the load."

"What do we dump?" asked Toad.

"Something expendable," said Mystique as she looked at Toad.

"Uh, what are you staring at me like that for?" asked Toad.

"Goodbye, Toad," said Mystique coldly and the mutant screamed as he was deposited from the plane.

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"The Mansion's wasted," said Bobby eyes widened as the entire group looked at the wreckage.

"We can rebuild the mansion," said Scott patiently, as they looked down at Pryo, Blob, Avalanche, and Toad, all who were in various states of being unconscious. "Everyone got out."

"Luckily," said Kurt, as he looked around.

"But Mystique, she got away," said Rogue. "She got away with everything."

"It looks like we have company!" shouted Kurt suddenly which caused the entire group to turn around and see a helicopter whirling around as the entire group turned to see someone filming the entire scene and they quickly turned around.

"I fear we might have a problem," said Ororo. "Who knows what they've seen."

"I imagine they've seen way too much," said Hank as he turned, as Spider-Man leaned across the wreckage, with a far off look in his eyes.

Several more helicopters touched down, as several SHEILD agents exited, following by Nick Fury, who surveyed the situation calmly and a tired but conscious Professor Xavier who stooped in shock when he saw what had transpired.

"Is everyone alright?" asked Xavier.

"Everyone's fine, just barely," said Scott.

"That's where you're wrong, everything's not fine, in fact, no one's fine," grumbled Fury. "Did Mystique take something from here?"

"Yes she did, it's…." started Scott but Fury quickly cut him off.

"You let her get away with it," said Fury who seemed outraged.

"Let her get away with what, Fury?" demanded Spider-Man as he stepped in but Fury just stared down Spider-Man, not blinking.

"Back off, this doesn't concern you, although I suppose because of your grand standing, you let someone get away with something valuable yet again," said Fury as he turned to Spider-Man. "You let her get away with a dangerous piece of…."

"It's a Doomsday Device, Fury, just come out with it," said Spider-Man. "The question is what does it do?"

"That's national security, Parker," muttered Fury, so only Spider-Man could hear him before he stepped back. "It's none of your business. Any of you. I guess it runs in your blood Spider-Man. You end up doing stupid shit that's going to end up getting you killed."

Spider-Man took a step forward, but Kitty and Bobby grabbed him, for fear that Spider-Man would attack Fury.

"At least you have friends that will pull your ass out of the fire," said Fury. "Listen to me good, Spider-Man and you'll live a nice life. Don't go sticking your nose into this situation and try and figure out how those components go together. I would hate to inform your aunt that you got yourself killed because you were a complete idiot. Do you understand me?"

"I understand you, Fury," said Spider-Man through gritted teeth. "I understand you're a real piece of work."

Choosing to ignore that, Fury turned to Rogue suddenly and she paled, fearful that she was going to be taken back.

"She's your problem Xavier, you wanted to try and help her control her little powers, fine, I'll give you a chance to prove your way works," said Fury. "But don't come crying to me when it all blows up in your face."

"If you're correct, Commander Fury, then that's my mistake," said Xavier and Fury just grunted.

"Clear out!" ordered Fury to his men as he looked at Spider-Man, along with the assembled X-Men. "Good luck Xavier. You'll need it."

"I'm afraid so," said Xavier as he turned to the group. "Before we arrived here, we saw news choppers circling around the mansion. I have a feeling that tonight's events are going to be broadcasted around the world and the existence of mutants will no longer be a secret. Everyone will know."

"Surely you can do something, Professor?" asked Ororo.

"Even if I could, I doubt it would be ethical for me to do so," said Xavier with a pained smile. "We do have many challenges ahead. Many may see us as friends. Others will see us as threats and monsters that need to be put down. Only in time can we educate them and let them know that we can coexist in harmony."

Spider-Man turned. He had his own challenges to deal with himself but it appeared that now that the existence of the X-Men was public, instead of some vague urban legend, they had many more challenges.

"I wish I would have knocked the eyepatch off of Fury's face," grumbled Spider-Man.

"I'm so not bailing you out of a government facility again," said Kitty. "He's trying to rile you up. I think that's how he gets his joy."

"No, he knows something, he really knows something and I know it's about my parents," said Spider-Man before he turned to the others. "It's a pleasure but I've got to bolt. Unfortunately, there's a life for me underneath this mask and I have responsibilities to deal with there. I'll swing by when I can."

Spider-Man swung off into the night.

XXXXX-XXXXX

"Today, all of the myths that have been stated about mutants have been proven today. As you can see by this footage, a dangerous mutant civil war between two opposing factions has occurred right in a neighborhood. We must wonder if previous incidents have occurred but have been covered up until now. Many experts theorize that certain mutants have the ability to remove our very memories. It begs the question what would stop these mutants from taking advantage in every way. Opinion is divided but many express fear that we could be overrun by them and we would not be able to stop the mutant menace. There is an outcry for something to be done before our security, our safety, and well being. Stay tuned as more of this story breaks and how those in Washington will aim to protect humanity from the growing mutant menace."

This message and those similar spread throughout many news networks the country. The newspapers and the Internet were abuzz as well. All waited carefully to see further news would come out across these mutants.

In his office, Norman Osborn watched live feed of the news coming in on his office computer, eyes narrowing with each passing second as the footage continued and all the pieces fit together clear to him now.

XXXXX-XXXXX

"I have it, just like you asked me to," said Mystique as she stood in front of the component with the figure in the shadows stepping out to reveal Mister Sinister, who looked rather pleased. "My debt is cleared with you, Sinister."

Sinister just responded with a sadistic laugh.

"You amuse me, Mystique," said Sinister. "You truly think that this minor act will be worthy enough to release you from my services."

"You don't know the trouble I went through to get this thing out of the Mansion," said Mystique as she took a step forward, but Sabertooth stood in front of Sinister.

"I don't know and quite frankly, I don't really care, it doesn't matter to me," said Sinister, as he motioned for Sabertooth to haul the component into his lab. "One day, you may work your debt off but you still owe me and I own you, don't forget it. Now, you're dismissed. I'll call upon you when I need you and not a second before."

Sinister turned to allow Mystique to depart. With that out of the way, Sinister went to his private office and began to activate a video communication link.

"The device will be ready once the final component has been liberated," said Sinister. "Then the world will tremble before your feet."

"Excellent," said the voice, as Sinister saw the unmistakable figure of the infamous Red Skull on the other end "You have done well, Dr. Essex and you will get what's coming to you once I have succeeded."


	51. Legend of Captain America

**Chapter Fifty One:** **The Legend of Captain America:**

The first hints of the sun coming out had given the promise of a great day. It was precisely one week since the battle between the Brotherhood and the X-Men had been caught on cameras. Needless to say, pretty much everyone had seen the footage of that battle and many were talking about what threat these mutants had and precisely how many of them were out there. Even Washington was talking, as many pushed for legislation to help regulate mutants, some of the more outspoken calling mutants a threat to national security. It was merely a waiting game to see what happened next involving the mutants.

"People are scared," remarked Gwen as she walked with Peter towards the X-Mansion early that Saturday morning. "Right or wrong, they discovered mutants when they were in the middle of a violent battle. That's not a good first impression."

"Yeah, it isn't," said Peter, as he doubted that many would be able to comprehend that some mutants were good and others were bad. "Xavier knew this day would come. But not like this. And to be honest, I have other things on my mind. I want to know what that Doomsday Device is."

"Peter, maybe you shouldn't worry about this," suggested Gwen.

"You can say that all you want and I try not, but I still do," said Peter with a half smile, but it was rather pained. "The way Fury's been talking, it's something big. But what is it?"

"What I want to know is why the stupid thing just wasn't destroyed instead of disassembled and hidden," said Gwen with a frown.

"You and me both Gwen, you and me both," said Peter with a sigh, as they had cleared the gates of the Mansion, which while not completely returned to its past glory, had looked much better than it had a week ago when a good portion of it was blown up.

" _Not too shabby," thought Peter. "Then again, it helps when you have mutant powers. It speeds up the construction process, just a little bit._ "

The two teenagers made their way inside of the mansion, stepping inside, as they heard the sounds of construction, coming from the Cerebro Room.

"Come in you two, the doors open," said the voice of Professor Xavier and Peter and Gwen entered, to see the entire group of X-Men assembled around the machine, dressed in full uniforms, as if they were ready to deal with some threat at a moment's notice. "I have nearly put the finishing touches of the database here at the Mansion, cataloguing everyone's powers. I believe everything is in order."

"Then we can get Cerebro back online," stated Beast.

"And not a minute too soon," added Cyclops.

"Agreed, now more then ever, its imperative that we get to new mutants and help them, because the world could become a very harsh place for those with the mutant gift before too soon," remarked Xavier. "Kitty, why don't you introduce your friends to the members of the team?"

"Oh yeah, duh," said Shadowcat as she turned to Nightcrawler, Storm, and Rogue. "Guys, this is Peter Parker and Gwen Stacy. Peter, Gwen, these are the new members of the school that I told you about."

"You mean they know," said Nightcrawler.

"Relax, they can be trusted," said Shadowcat.

"Don't worry, Ah think they can," said Rogue, with a knowing smile.

" _Oh yeah, she knows, because I had her absorb my powers," said Peter. "Man, I really need to be a bit better in keeping my secret identity…well a secret."_

Xavier meanwhile scrolled through the files that he had on the members of team, to ensure that they were all in place, as they appeared on his screen one by one.

**Name: Charles Xavier**

**Codename: Professor X**

**Age: Classified**

**Abilities: Telepathy, Telekinesis, Mental Manipulation**

**Name: Scott Summers**

**Codename: Cyclops**

**Age: 19**

**Powers: Optic Blasts**

**Name: Warren Worthington III**

**Codename: Angel**

**Age: 20**

**Abilities: Flight**

**Name: Henry McCoy**

**Codename: Beast**

**Age: 21**

**Abilities: Enhanced Speed, Strength, and Agility**

**Name: Robert Drake**

**Codename: Iceman**

**Age: 17**

**Abilities: Ice Manipulation**

**Name: Jean Grey**

**Codename: Marvel Girl**

**Age: 19**

**Abilities: Telepathy, Telekinesis, Neural Reconfiguration.**

**Name: "Logan"**

**Codename: Wolverine**

**Age: None of your stinkin' business, bub**

**Abilities: Accelerated Healing Factor, Enhanced Senses.**

**Name: Katherine Pryde**

**Codename: Shadowcat**

**Age: 15**

**Abilities: Intangibility**

**Name: Ororo Munroe**

**Codename: Storm**

**Age: 20**

**Abilities: Mastery of the Elements.**

**Name: Kurt Wagner:**

**Codename: Nightcrawler**

**Age: 16**

**Abilities: Teleportation.**

**Name: Unknown**

**Codename: Rogue**

**Age: 17**

**Abilities: Absorption of Life Energy/Mutant Abilities**

"What, pray tell, is neural reconfiguration?" asked Gwen curiously, as she looked at the list of abilities.

"Its rewiring the mind of a person to work or not work," explained Jean. "It could bring people out of comas, if used right. Of course, there's only a slight chance that it's going to work right, according to the Professor. There's more of a chance I'll just turn someone into a vegetable."

"Lovely," said Peter dryly.

"It's a power that takes a great deal of concentration and control," added Xavier in an absent minded manner as he continued his work on the files. "It isn't a power that you can practice in training as it is…there we go, everything appears to have been in order. Everyone can go on with your plans for the day. I would hate to keep you in this room on such a beautiful day."

The entire assembled team left, with Kitty following Gwen and Peter.

"Everything holding up okay?" asked Peter and Kitty just sighed.

"It's been mostly fine, we've been rebuilding everything in the Mansion mostly, thankfully the Danger Room isn't going to try and kill us again," said Kitty. "Of course, with Logan, you never know. A few reporters have been lurking around. Logan convinced them that it was in their best interests to buzz off."

"I imagine he did," said Gwen, smiling.

"Did you find out anything about that thing that Mystique was after?" asked Kitty.

"Nothing, in fact, I'm at a loss," said Peter frustrated. "It's connected to the thing that Chameleon took…which was connected to my parents, somehow. I don't know how a pair of scientists that died in a plane crash would have anything to do with a Doomsday Device. Of course, I never really knew my parents. I only know what Uncle Ben and Aunt May told me. Fury knows something, but good luck trying to get anything out of that guy."

"Yeah, he's a real piece of work," said Kitty but she suddenly remembered something and had a panicking expression on her face.

"What's wrong?" asked Gwen.

"School project, it's due on Monday, I nearly forgot about it," said Kitty in an exasperated voice as she bit her lip. "I can't believe I nearly forgot about it."

"Well, there's been a lot going on," offered Peter. "Maybe if you explain…actually that sounds like a stupid idea."

"No kidding, rival mutant group blew up my mansion doesn't sound like a good excuse," said Gwen. "Not now, not when Harry used in Freshman year, I doubt it would fly well at any time."

"Especially considering when its sort of the truth," agreed Kitty, but she frowned. "But I've got to get a good grade on this paper. If I don't, I'll fail and I'll have to take this class over again. I can't believe it, I have to research a famous World War II figure and the Internet at the Mansion is down."

"Well you can always look it up at the library in books," suggested Gwen.

"People still do that?" asked Kitty in shock. "Really, seriously?"

"Yes, seriously," said Gwen.

"Yes, but they do have the Internet there…but today's Saturday and the library closes early," said Peter.

"How early?" asked Kitty, biting her lip.

"Oh about ten minutes ago, I would say," said Peter and Kitty just looked horrified at that news.

"Well, that's it for me, I'm doomed, there's no way I'm going to be able to write a paper on….I don't even know who the teacher assigned me to write a paper on, hang on, let me check," said Kitty. "Oh of course, they would have to give me the lamest person on there."

"It can't be that bad," said Peter.

"It's Captain America, of course it's that bad," said Kitty.

"Wait a minute, Captain America, did you say Captain America?" asked Peter.

"Oh boy, here we go," said Gwen with a slight smile and a roll of her eyes.

"I really don't know what you're complaining about, he's the greatest hero that ever lived, I mean, Captain America's the measure that all heroes are measured to," said Peter excitedly.

"He wasn't around for that long," said Kitty. "Even I know that."

"He made a difference through," said Peter. "He's still talked about today. I remember Uncle Ben telling me stories about Captain America and his adventures all the time. Granted, some of them seemed corny today, but he was a true, blue hero and…there's a Captain America exhibit at the museum…that we fought Sandman in a while back. Maybe we can go there and you can find something that will help you write your paper."

"Yes, I suppose I really don't have a choice," said Kitty, who really wished that this paper did not slip her mind.

XXXXX-XXXXX

" _Well if nothing else, they did a nice job of getting the place back to where it was, after my little back and forth with Sandman," thought Peter. "It's been a long time…actually can't remember the last time I was year…had to be a few months before Uncle Ben died at least."_

"Okay, we're here," said Gwen as she looked around at the exhibit. "Looks a bit dusty and a bit…well it's not kept up all that well."

"People should show some respect, this is a great landmark, this is Captain America, there's his shield," said Peter firmly. "He held it with pride and fought with dignity. It was a different time. A time where you didn't need big guns or a bad attitude to be considered a true hero."

"Or climb walls or use webbing that runs out about halfway into battle," added Gwen.

"Very funny, Gwen," said Peter but he looked around at the various pictures depicting Captain America and his faithful sidekick Bucky in action against various enemies throughout the war. "This is the day where Captain America infiltrated the strong hold of the enemy and managed to take all of the men down inside. All in one fell swoop. I've heard this story so many times, that I can tell it by heart."

"He took out over five hundred men on his own," said Kitty skeptically as she read the caption on the painting. "That seems impossible."

"Cap was the ultimate solider," said Peter with a shrug. "He had strength, stamina, and speed beyond anyone else who had ever fought in the war. He was one of a kind. I mean, just look at him, there's his statue right there, life sized replica….they really need to wax it, but other than that, you get the picture."

Kitty just looked at the Captain America statue.

"Well, he does look like he can take care of himself," admitted Kitty grudgingly. "Still, it says he fought tirelessly in the war, for less than five years. What happened to him after it?"

"No one really knows," replied Peter. "I mean, anything could have happened. Once the war ended, he just dropped off of the face of the earth and what he did became the things of legend. Of course, I don't really see him working a nine to five job but what do I know?"

"He's got to be long gone by now," said Kitty.

"I wouldn't be sure about that," said Gwen as she read the paper. "It says here that a super solider formula turned him into Captain America and it was said to allow the subject to age a fourth as quickly. He could be just in his thirties or forties physically."

"Something like that is hard to tell, because no one knows when Captain America's birthday is or who he really was," said Peter, but he wondered what ever did to become of Captain America. It was something to consider.

"So, no one knows what happens to the guy and he did a lot of impossible things, that defy all conventional logic," said Kitty but she frowned, wondering how true these stories would be. There was some bit of truth to them, but they were exaggerated over time. They had to be.

"Halt, who dares mock the Red Skull!" declared an angry voice, which caused Kitty to jump three feet in the air and spin around, to come face to face with a statue of in light brown, with a completely red head, but his facial features were sunken in, looking very much like a skull, with piercing yellow eyes with a murderous expression etched into them and a sadistic smile.

"That statue got me the first time Peter dragged me here too, that recording is pretty clear and spooky" said Gwen in a sympathetic voice.

"It nearly caused me to phase through the ceiling, it freaked me out so much," said Kitty. "Statue? That thing looks rather real."

"The centerpiece of the exhibit, Captain America's most fearsome enemy, the Red Skull," said Peter with a shiver.

"Few men have walked this earth who could be called a monster and a terror to humanity but one on this list would have to be the infamous Red Skull, who masterminded the slaughter of countless during the war, although given his harsh disregard for human life, many believe that the Red Skull did in fact count and kept detailed records of every man, woman, and child that he murdered, but that has been lost to history. One thing is for sure, the Red Skull is perhaps history's greatest menace," read Kitty before she shuddered. "I wouldn't want to meet him in a dark alley."

"I wouldn't want to meet him in a well lighted area either, look at him," added Gwen as she shivered. It might have been a statue, but the look on the Red Skull's face looked rather unsettling.

"Well what's the chances of any us coming face to face with the Red Skull any time soon?" asked Peter, looking rather relieved at this fact. He could deal with people like Sandman, Chameleon, and Doctor Octopus well and good but someone like the Red Skull was far more dangerous than anyone he had ever faced ever. He even made Doctor Doom look like a harmless girl scout.

"Wait, there's more," said Kitty, as she read. "The Red Skull and Captain America fought to the finish on a brutal June afternoon. The Skull was being chased for weeks, as his subordinates lost one by one to Captain America but before he could flee Europe, Cap caught up with him. Details of the battle are mostly unknown but Captain America managed to escape unscathed, while the Red Skull perished. While many over the last few decades have briefly taken on the mantle of the Red Skull in an attempt to drum up fear, none have lived up the terror of the original."

The three teenagers shuddered and for good reason. Despite being a duplicate, there was still something unnerving about the face of someone who had killed countless staring at them. It was almost like the specter of some horrific entity had lingered in the room.

Moving to the side quickly, they saw more pictures seeing Captain America battling several foes, embellished to an extent.

"After his final battle with the nefarious Red Skull, Captain America was seen briefly at a medical hospital to treat his relatively minor injuries," read Kitty as she looked over at the image of Captain America handing a mysterious item over to someone that was shroud in shadows. "Look at that guy in the picture. Look familiar to either of you."

"Fury," muttered Gwen.

"Yeah, I saw that too, only with both eyes, I guess, resemblance looks uncanny," said Peter.

"No one else could look like that much of a…." started Kitty but she paused suddenly, before noticing something out of the corner of her eye right to the side of her. She turned slightly and her mouth opened in shock. Peter and Gwen turned. "Speaking of looking familiar, look at that cylinder thing…its…its…."

"The component that the Chameleon stole!" gasped Peter. Immediately he took a step back and looked over everything. "And that's the part that was stolen from underneath the Xavier Institute…wait a minute…oh my….read this."

The following words were written underneath the portrait.

_Out of all of the horrors that the Red Skull accomplished during his reign of terror, one of the most horrifying was the one that he never got an opportunity to unleash before he was thrwarted by Captain America. The Red Skull created a Doomsday Weapon beyond anything that has been seen before or has since been seen. Details are sketchy, although historical scholars have debated on what the weapon is for the past fifty years. There are whispers that an attempt was made on the weapon, by a group of terrorists lead by a man passing himself off as the Red Skull less than fifteen years ago but the plan was stopped by agents of the government, before the weapon was dismantled into three separate components, due to the fact that its instability made it difficult to destroy. The story is mostly unconfirmed and remains a historical curiosity._

"Think we just confirmed something big," said Gwen quietly after what seemed like an eternity of silence.

"Big, this is a huge!" exclaimed Kitty. "I thought this trip would be a total bore….but as far as we know, there's only been two parts taken."

"We'd know if the third part was taken," said Peter. "Whatever person took it would be trumpeting loud and clear that he had put together the Red Skull's legendary doomsday weapon."

"The problem is no one knows what it does," said Kitty. "And what's the third component anyway?"

"With any luck something small and something buried where no person in their right mind will look," said Peter as they walked pass an exhibit of various trinkets involving Captain America.

"Hopefully, but whoever it is found out where the other two components are," said Gwen, as she leaned against a table, that had a few pieces of paper along with a nondescript rusty old key slightly visible.

"Maybe they saw this picture and did some research," muttered Peter, as he looked over it, but the problem was, it was hard to see if there was anything else. The caption underneath the portrait said there was three components.

" _Of course, that's what they want you to think," thought Peter as he watched as Kitty took a few notes, but she seemed just as distracted as he was. "Of course, given what we just learned, who couldn't be?"_

XXXXX-XXXXX

"Any luck with finding the energy readings!" barked Fury to the SHIELD agents who had been working around the clock, trying to locate the two already assembled components to the Doomsday Device. Fury had briefly thought about getting the third component but he could not risk it falling into the hands of any shapeshifters that might be posing as SHIELD agents. Security was cracked down severely but no security was fool proof and Fury was under the assumption that the enemy always would make an attempt to get a set of eyes right under his nose.

It was a paranoid thought but it had allowed him to live far longer than anyone in his position would have normally had.

"Negative Commander Fury," stated the agent, looking rather tired and worn down.

"We should have been able to find it by now," said a second agent.

"Should haves don't cut it in this organization!" snapped Fury. "Must be masking it. We need to find a way around it. Keep working. If they get that device together, our goose is cooked."

"Commander, could it be…you know…him?" asked one of the agents, looking rather terrified but Fury just ignored him. He had been chasing Red Skulls for half of his life it seemed, ninety five percent of the time being some hotshot imposter wanting to make a name for themselves and it was not the real deal.

Still something about this seemed even more unsettling then normal, with the disappearance of several scientists around the country, mysterious and without a trace.

To add to the fund, mutants had been exposed to the general public at the worst possible time imaginable. Any other time and it would be a headache still but with this entire Doomsday Weapon fiasco, it was so much worse.

"Any luck with finding our mutual friend," said Fury roughly to a pair of agents, who had just returned.

"Dead end," said one of the agents.

"Maybe he's dead," suggested the other agent.

"No, SHIELD would know if he's dead, he's out there somewhere," said Fury. "Trained too well and he's still got it out of all of these years. He's avoiding us. We need to drag his ass out of retirement, because if it's the worst case scenario, then he's the only one who might be able to save us. Find him or else."

"We need more time, Commander," said the agent in an apologetic voice.

"Time isn't something we have anymore," said Fury roughly. "No sleeping, no eating, I don't want to even catch you taking a trip to the bathroom, nothing, until either that Doomsday Device is found or Captain America is. Do you hear me?"

"Yes, sir!" shouted the agents around him.

Fury just stood back, keeping an eye on the alarm where the third component was located. If someone had touched it, it would alert Fury immediately and he had a jet prepared, where he would take care of the thief before he could even make it out of the front door.

It was just merely a waiting game for someone to make their move.


	52. A World on the Edge Part One

**A World on the Edge Part One:**

" _Nothing like a good bout of web slinging around the city to clear someone's head," thought Spider-Man as he swung over the city. "Got to stop thinking about this, Peter, I mean, really, this Doomsday Device thing, you're not even sure what's going on. Someone's after it, but the third component, whatever it is, has to be perfectly safe. Go around the block one more time, then get home. Nothing like a slow evening like this. Might make it home in time for dinner."_

An alarm went off as Spider-Man had passed the same museum that he had just left hours earlier as Peter Parker. He paused, as the alarm suddenly went dead and so did all of the lights in the museum.

" _Better check it out," thought Spider-Man as he swung forward, with the doors left open. "Whoever is doing this is sloppy, not to mention lazy. At least maintain the illusion that you're not breaking in. Not that I'm complaining when the bad guys make it a bit easier on me but still…"_

The web slinger carefully climbed around the wall, but he saw out of the corner of his eye, the only light in the museum. Getting a closer look, he saw the form of Electro in the midst of looking for something right in the Captain America exhibit.

"You know, the museum does have a strict policy about touching the exhibits," stated Spider-Man which caused the super villain's eyes to snap up, before he looked at Spider-Man surprised.

"Spider-Man!" shouted Electro, before he raised a hand and blasted a bolt of lightning right at Spider-Man, who ducked. "I was hoping to run into you web head!"

"Yeah, guess you checked yourself out of Ravencraft, yeah someone escaping from there, that's a shock," said Spider-Man dryly.

"Oh, you're going to get a shock alright Spider-Man!" yelled Electro as he aimed right at Spider-Man, blasting him time and time again but the web slinger ducked it.

"Really, Electro, after all of this time, you still have these lame electricity based puns," said Spider-Man but Electro aimed right at Spider-Man, causing the lighting to scorch the ground right where Spider-Man was sitting.

"You can't match my power!" yelled Electro as he waved his arms, before he sent two more blasts right at Spider-Man. "Stand still so I can take you down."

"Why do villains always think I'm going to do that because they ask me too?" asked Spider-Man as he sent a line of webbing but Electro charged up, causing the web fluid to heat up and melt into nothingness. "You know, Electro, all things considered, the museum is the last place that I'd expect someone like you. Never seemed cultured type."

"Hey, I've got a job to do and I'll be rewarded!" yelled Electro, as he sent two more bolts right at Spider-Man. Loud cracks could be heard as the lighting hit the ground. Electro held his hand up but several sparks just flew out.

"What's the matter, Electro?" asked Spider-Man. "Dead battery."

Electro dove right at Spider-Man, his powers had a tendency to flake out every now and again after that stupid therapy that Hamilton put him through. Spider-Man dodged, before he knocked Electro backwards with a jump kick. Spider-Man grabbed Electro but he immediately felt like he stuck his finger in a light socket as he was blown back.

"Who turned the power back on?" asked Spider-Man groggily as Electro turned his attention towards an unplugged floor buffer, before he blasted it and the floor buffer nearly ran Spider-Man over. The web head bounced up, as the buffer continued to move right towards him but he sprang on top of it and with his spider strength, he managed to dismantle it before it could take him out.

He watched as Electro quickly turned over several parts of the Captain America exhibit, dismantling them in his crazed search.

"Hey, hey, that's American history, you're defiling!" shouted Spider-Man in an exasperated voice, as he shot multiple lines of webbing to try and pull Electro back but Electro managed to recharge.

" _He's stronger when he's near a wall plug," thought Spider-Man. "He's drawing more power. I have to lure him away somehow!"_

"Don't care about some guy who was around before my parents were born!" shouted Electro, as he caused an electrical charge to surge through the floor and Spider-Man leapt up, and tried to pry open the water sprinklers to short circuit Electro, but much to his dismay, the powerful super villain had welded them shut and they were impossible to manipulate even with his spider strength.

A blast of lightning knocked Spider-Man down. While he was not hit, the resulting impact hitting near him had caused him to hit the ground. Electro waved his hand, and several bolts of light erupted from the floor, making a cage surrounding Spider-Man.

"There, see, you put me in Ravencroft, now I've got you trapped," said Electro gleefully, as he manipulated the electric bars to barely give Spider-Man enough room to breath. "I'll finish you off in a minute, Spider-Man. Right now I've got a job to finish and then I'll have more power than even I know what to do with."

" _Okay, there's got to be a weakness in this cage, yes of course, my web fluid might short circuit it or it could kill me," thought Spider-Man as he made careful aim with his web shooter. He had no room for error and barely any room to maneuver. "Here goes nothing."_

A web line shot out, immediately impacting the wall, causing the light around Spider-Man to bend and the web head just enough time to move out. Barely enough time given the shock to his costume. Readjusting his footing, Spider-Man moved to fight Electro, but Electro blocked his attack, before Spider-Man leapt over, before he climbed up the wall, where Electro continued to attack him.

"You've got nothing on me Spider-Man!" yelled Electro as he waved his hands and the video camera rattled, before several strands of tape shot out and wrapped around Spider-Man, pretty much causing him to be strung up as Electro cackled in triumph. "Now, let's see….it's got to be around here somewhere….yes…it's here."

Electro threw the paper down on the ground, before he picked up a rusty old key.

"I've done it!" shouted Electro. "I've won. I've defeated Spider-Man!"

"All these priceless artifacts and you took one stupid key," said Spider-Man, who would have shaken his head if he was not tied up so tight. "I think you're brain's short circuited, Electro."

"It's not just any key, it's the key to ultimate power!" shouted Electro but there were the whirls of jets! "Looks like today's your lucky day, web head. I'll be getting out of here and you'll live long enough to tell the story about your failure today."

Electro rose several feet off the ground as sparks flew every which way, causing the doors to be sealed shut and the museum to be put under lockdown, except for one small window that allowed Electro to escape.

" _Great, great, great, just a bit more, got it, about five seconds too late!" thought Spider-Man as he busted free and landed right on the ground, fatigued from his battle with Electro, short but intense._

There was a sound of somewhere outside of people breaking into the museum and suddenly, a group of SHIELD agents made their way in, weapons at the ready, most of them pointed at Spider-Man, before Nick Fury stepped in, eye narrowed, as he turned towards the table.

"He took the key," said Fury gruffly before he waved his men off and he turned to Spider-Man. "You let him take the key!"

"I was a bit tied up at the moment," said Spider-Man defensively, but Fury grabbed him by the scruff of the neck and pushed him back. "Hey, wait a minute…you can't…."

"You let him take the key!" shouted Fury angrily. "That's the third time you let something slip by your fingers on your watch, web slinger!"

"Wait a minute, the key was the third component?" asked Spider-Man, eyes widened underneath his mask in shock and Fury just snorted.

"You've put the pieces together but if you think you've figured it out, you're wrong," said Fury as he was right up in Spider-Man's face.

"I'll get it back, Electro can't have gone far," said Spider-Man but several guns were right in his face at Fury's motion.

"You've done enough!" snarled Fury, practically foaming at the mouth. "I've indulged your little habit for far long enough. Your little hero exploits, I might have found it kind of cute at first and let's face it, there were times where I thought you might be something, but you've just proven to me one thing. You're not a hero Spider-Man. At one time, I thought you might be of use, but I guess you can't shine shit. You're nothing but a reckless punk who was lucky enough to get bitten by the right kind of bug."

"Well maybe if you just told me right away, then maybe I would have thought to protect that stupid key from Electro!" retorted Spider-Man but Fury just took another step forward, so towering over Spider-Man.

"Your bout of endless teenage angst ends right now Spider-Man, I've let it go on for too long, your uncle got shot, well guess what, that's life kid, deal with it," said Fury callously and Spider-Man tensed up but he calmed himself down enough not to strike Fury with so many guns on him. "From now on, it's over. You're done, finished, there's no more Spider-Man. I've given you all the chances that you needed and now you've doomed us all."

"I've doomed you all Fury, really?" asked Spider-Man, feeling a bit braver than he most likely should have been with all of the guns pointing in his face. "You know what, you think you can stop me from becoming Spider-Man, well, good luck to you. I'm not going to stop fighting just because you told me to."

"Inordinate punk," said Fury angrily.

"Lock me up Fury, I'll just get out again," said Spider-Man and for a brief moment, Spider-Man thought that Fury was actually going to do just that.

Instead, he grabbed the web slinger and pulled him into a room right beside them, separate from SHIELD agents and pushed him down into a chair.

"Sit and listen to me for once in your life, Parker," said Fury in a deadly voice. "Fight me and you will be going into that cell and I'm throwing away the key this time. Just stay put. You have no idea what you've just done. If you would have just have left this alone, that crackpot Dillon wouldn't have gotten his hands on the key. He would have been captured easily. Instead he fought you and he was alert…shut up, Parker, I'll let you know when you can speak."

Fury took a step backwards and he looked Spider-Man.

"Go to college, have a future, but never again put on that mask and that outfit," said Fury in a tone of voice that left no room for argument. "I better not even catch you swinging across the city ever again. Or else the world will know exactly who you are under that mask. It would be a shame if your friends and family were targeted because of some of the criminal nutcases that you fought wanted to take revenge on you."

"You wouldn't," whispered Spider-Man.

"Try me, I doubt your poor Aunt May will be able to stand the shame of what her nephew was up to," said Fury gruffly. "She's had enough tragedy in her life as it is. So, the next time you put on that outfit, the entire world will get undisputed proof of who Spider-Man really is."

"You're a bastard, Fury," said Spider-Man in a voice dripping with hatred.

"I've been called worse, kid," said Fury, disinterested. "Go, you wouldn't want to be late for dinner after all."

Spider-Man balled up his fist envisioning what it would be like to smash it right into Fury's smug face.

"Is one free shot worth a lifetime in the most secure prison cell in the world?" asked Fury as he stared Spider-Man right down.

"You're not worth it Fury," said Spider-Man. "Good luck cleaning up this mess that you made."

Spider-Man turned and walked off, as the SHIELD agents moved forward.

"We need to find Captain America now more than ever," whispered one of the agents, half watching Spider-Man web sling into the distance, for the last time.

"Yeah, and I need to grow wings and fly to work, but that isn't about to happen," quipped another agent.

"Look, we just need a bit more time," said another agent.

"We don't have time, we need a hero, but not just any hero, the greatest hero the world's ever seen," muttered the first agent.

XXXXX-XXXXXX

" _I can't believe this!" thought Spider-Man as he swung right into his bedroom window, carefully moving around, before he moved inside. "Well, guess being benched might be a good thing. But still, I can't help but be haunted right in the back of my mind that Electro's still out there and he got the third component…maybe he's not involved in this…yeah I know. Dare to dream. Still don't know what this Doomsday Device does. Fury does, he's spooked about it."_

Spider-Man changed into Peter Parker and put his costume into the closet for the last time, buried deep under everything else.

" _Like saying goodbye to an old friend," thought Peter bitterly. "Oh well, Spider-Man, its been fun, but all good things must come to an end. I've already lost Uncle Ben because of this. If something happens to anyone else and Fury didn't seem like he was bluffing."_

Peter turned to a picture of him, Uncle Ben, and Aunt May on his desk. It must have been taken a few weeks before Uncle Ben was shot. For some reason, he could not shake the image of Uncle Ben looking at him with a disappointed look of just caving in and giving up his responsibility of being Spider-Man.

"Peter are you up there?" called Aunt May from up the stairs which broke Peter out of his thoughts.

"Yes, Aunt May, I'm here!" replied Peter as his aunt opened the door.

"Goodness Peter, I never seem to here you come in, I don't know how you manage it," said Aunt May. "I guess my hearing must be going on me."

"No I don't think so, Aunt May, you must have been distracted cooking dinner," said Peter before he sniffed the air. "I can see why, whatever you're cooked smells delicious."

"Thank you Peter, you're too sweet," said Aunt May with a smile. "You're have to tell me about your day, you were nearly gone the entire day."

"Well it wasn't really nothing out of the ordinary, same old, same old, hung out with some friends, had fun, that sort of thing," said Peter.

"Lovely," said Aunt May. "It's nice to see you out and about. Tomorrow's going to be another beautiful day as well."

"I hope so, Aunt May, I really do so," said Peter.

XXXXX-XXXXX

Electro walked to the designated location where he was told to guy, glee dancing in his eyes, as not only did he capture this key but he also managed to punk the web head and also give those government agents the slip. The government was always holding down people like him, while stuffing their own pockets.

" _Well, I'm going to have the last laugh," thought Electro as he walked inside._

"Good day, Mr. Dillon," said a figure in the shadows who stepped up to reveal Mr. Sinister and Electro just paused for a moment, before nodding.

"So you're the guy who arranged for that overgrown hairball to bust me out of Ravencroft," said Electro casually as if discussing the weather.

"Yes, you've guess correctly," said Sinister with a calculating grin. "I'm surprised that my appearance does not alarm you."

"Have you ever been to Ravencroft?" asked Electro with a slight roll of his eyes.

"I see your point," said Sinister as he held his hand out. "The key and then I will give you the reward as I promised."

"There you go, don't see why its important but whatever," said Electro.

"Trust me, it's the most important thing that you'll ever steal," said Sinister. "Now step into my laboratory and we'll get you fixed up with the power upgrade that I promised."

The two walked inside, to see a very stressed looking scientist piecing together to pieces.

"I trust you're nearly done, Dr. Ohnn," said Sinister calmly.

"I'll be done as soon as I can," said Ohnn with a frown. "This is delicate work and one slight miscalculation and we'll all be sucked into a worm hole."

"I expect to get what I pay for," said Sinister briskly.

"Excuse me, you kidnapped me, you and your goon squad!" argued Ohnn loudly.

"Well, you will most certainly pay if there are not any results soon," said Sinister calmly "I expect the components to be put together by sunrise in the morning, so we can move it. With everyone at SHIELD looking for us, we don't have much time and my masking technology will only lead those fools on a wild goose chase for a short time. Trust me, you don't not want to see my acquaintance upset with you."

He turned to address Miles Warren who stood there, to await everything.

"Warren, I trust our little reward for Max here is prepared," said Sinister calmly.

"Yes, it is," agreed Warren as he motioned for Electro to sit down. "It's remarkable."

"Right get on with then," said Electro impatiently. "Electro Version 2.0 is going to bring this city to its knees. The web head can't stop me and no one else will either if this little upgrade is half as good as you thought it was."

"Oh believe me, it is much better," said Sinister, but there was a calculating glint in his eyes that Electro did not seen, as if he knew something that Electro did not know and would not find out.

At least until it was too late.

"Warren, hook him up, then I'll be done with you, you can get back to work on our main project," said Sinister as several tubes hooked into Electro. "Oh and Mr. Dillon, one thing."

"What's that?" asked Electro curiosity getting the better of him.

"This may sting a little," said Sinister as the tubes began pumping an orange fluid and Electro screamed, as the new substance had fused with his already altered DNA. "Or a lot but trust me, it will be all worth it in the end."

Elector's body continued to be infused with the energy, as he collapsed suddenly, while his body slowly assimilated itself with the new energy.

XXXXX-XXXXX

" _My life is never the easiest," thought Peter as he sat down on the steps outside of the house, right after dinner. "Welcome back to being normal I guess. This forced retirement, can't say I didn't want it, but there is just a part of me that wishes that I did it on my own terms. There's just something that I wished I had done on my own. Its funny, really it is. All those times where I wanted to give up being Spider-Man and then when Fury threatens me, I don't want to."_

Peter turned on himself, hand in his chin as he began to think deep in thought. There was a time where he thought he could solve any problem, at least in theory, but ever since he became Spider-Man, that illusion was shattered.

"Anyone home!" called a voice which jerked Peter out of his thoughts and he turned to see Mary Jane standing right over the fence next door."Oh, I guess there is, didn't seem to be, I've only been trying to say hello for the last couple of minutes."

"Huh, oh, hi, MJ," said Peter. "Sorry, I didn't here you at first."

"I figured that much," said Mary Jane with a sigh. "You look like you've just been sentenced to die or something."

"You could say that," said Peter dryly.

"What's the matter, relationship problems or something like that?" asked Mary Jane and Peter just shook his head. "Okay, nothing that serious, I suppose, but something you're still taking way too seriously."

"Yeah, but this is pretty serious," said Peter.

"Well, I wouldn't let it get to me whatever it is," said Mary Jane. "Brighten up, have some fun, life's too short."

"I wish it was that simple," said Peter. "It's…more complicated."

"Only if you let it be," replied Mary Jane. "You're a good guy, Peter, I'd hate to see you sink into depression or something because of something that happened."

"I'm not sinking into depression," argued Peter defensively. "It's just frustrating me…people expecting way too much of me and blowing up at me."

"I would tell those people where to go if I were you," suggested Mary Jane, looking a bit more serious. "Look, you have your secrets and whoever these people are…they should appreciate you more for who you are instead of who they expect you to be."

" _Yeah, Fury appreciate me, good one," thought Peter._

"Anyway a bunch of us are hanging out in the mall, don't suppose I can pull you out of your fortress of angst long enough to have you and Gwen join us," said Mary Jane.

"No, Gwen and I have plans tonight," said Peter.

"Too bad, maybe some other time then," said Mary Jane but she just smiled. "You two have fun and don't do anything that I wouldn't do."

"Yeah, yeah, see you around," said Peter, barely hearing Mary Jane's greeting out of the corner.

" _Glad she's happy, no problems to deal with…shouldn't be so bitter about this, just because I'm cursed to have a complicated life doesn't mean everyone should be," thought Peter. "Oh well, maybe I can enjoy this retirement thing. Providing there's no crime to deal with…not that I can deal with it."_

XXXXX-XXXXX

Sinister watched as the kidnapped scientists began to haul the assembled Doomsday Device into the area where the Red Skull had indicated, under the watchful eye of Sabertooth. The presence of the mutant had caused the scientists to ensure that they would not be dropping it any time soon.

"A bit to the left gentlemen and we will be good to go," said Sinister calmly, and carefully, the scientists set the machine down and Sinister made his way to the machine, before he slid the panel back, to reveal a key slot as he picked up the rusted old key that Electro had grabbed from the museum.

At that moment, the doors slid open and the entire room went silent, eyes widened by the scientists and even Sabertooth. No one in the room breathed, when they gazed upon an impressive sight. The legendary Red Skull, who stepped forward, a cold, emotionless expression etched on his distinctively features. On either side was a pair of large bruiser bodyguards. They had pale white skin, sunken in eyes with black rings around them, no hair, slimy green lips, and sharp fang like teeth, with claws and spikes on their arms, with no hint of emotion or human feeling.

"Good evening, Doctor Essex," said Red Skull in a crisp voice, as he looked around, before he turned to his device and gave a short, concise nod.

"The key to your ultimate triumph," said Sinister simply and the Red Skull took it, before he placed it into the key slot and turned, before the device began to hum loudly.

"You've done well," said the Red Skull coldly. "The machine is in working order. Now I will be able to control unlimited power to wipe out anyone that I choose and there will be no star spangled simpleton to stop me this time."

"Now the matter of my payment," said Sinister casually.

"You will have it as soon as the world is under my control," said The Red Skull swiftly. "Patience, Doctor, you will be able to have access to years of genetic research, to do with what you've pleased. That area no longer has any interest for me. Phase two will commence soon. I require ample power to run this machine for more than a short time.

"You will have more power than you can deal with," said Sinister calmly. "Sabertooth, let's see how our friend, Maxwell is holding up after his upgrade."

Sabertooth just grunted, as he followed Sinister, as the two walked from the hallway.

"The device naturally will be mine once the Red Skull lets his guard down," stated Sinister to Sabertooth once they were away from Red Skull.

"You're going to really go against the Red Skull, sir," said Sabertooth eyes widened.

"You fear him, Sabertooth?" asked Sinister, with a raised eyebrow and Sabertooth shook his head, snarling, but it was half hearted to say the least. "Good, because you will play a part. I've given the Skull his device and his minions as well, building up sufficient capital and about as much trust as I can get from someone like the Skull."

"Yeah, you did a good job with those girl scouts," chuckled Sabertooth.

"I aim to please," said Sinister casually with a twisted smirk, as the two walked off to check on how Electro was dealing with the power upgrade.

XXXXX-XXXXX

"I still can't believe a movie like that caught on, I mean, the plotting makes no sense, it has no basis in reality even for a movie, and the special effects were so obvious that you could see the wires," said Peter as he walked from the theater with Gwen, during the later part of the night. "It was really cheesy."

"It wasn't that bad, Peter," said Gwen and Peter just raised his eyebrow. "Okay, it was kind of cheesy but there's been worse."

"It would have been worse if I wasn't there with you," said Peter and Gwen just smiled.

"Look who's being cheesy now," said Gwen and Peter just laughed, before a burglar alarm went off not too far from where they are. "Well, at least we got through the movie and had a good time. See you later Peter."

"Are you trying to get rid of me, Gwen?" asked Peter playfully, which caused her to frown.

"Peter, a guy just broke into the store, there aren't that many people around, you can slip into that alleyway easily," said Gwen and Peter just looked at her with a shrug and she suddenly became alarmed, before her voice dropped to a whisper. "Oh, please don't tell me you lost your powers again."

"Powers are still here," whispered Peter.

"Okay, what's the deal, I mean, its not like we're fighting and you decided to give up being Spider-Man for me out of some attempt to salvage our relationship," said Gwen.

"Thankfully not," said Peter, they did not need to go down that road ever again.

"Okay, Pete, spill," said Gwen firmly.

"I was canned," said Peter and it took Gwen a few seconds.

"How were you fired from being Spider-Man?" whispered Gwen as she pulled Peter into the alleyway.

"Fury," said Peter. "You know that battle with Electro I had, it must have been all over the news."

"I heard about that, but…the third component of course," said Gwen as she nearly smacked her forehead. "But, Fury doesn't have any right to tell you what you can do…."

"Well technically he can," said Peter.

"Well technically you should tell him to shove his order up his…." started Gwen but Peter quickly cut her off.

"Gwen, he said he would expose who I was to the world," said Peter and Gwen looked shocked, but then angry.

"That low life…I can't believe it…that was low…then again this was someone who threw you in a SHIELD cell under flimsy evidence," said Gwen, throwing her hands up into the air. "So, what are you going to do?"

"Does it look like I have much of a choice, I don't want you or Aunt May or Harry or anyone else close to me hurt," said Peter.

"So you're really just going to stand there and just let it go like that," said Gwen in a disbelieving voice.

"Yeah, I kind of have to," said Peter.

"You won't last Peter," said Gwen knowingly.

"Gwen, I have no choice," argued Peter but Gwen just shook her head.

"Peter, I know you too well, you can't just stand back," said Gwen. "If you do, then that's when you stop being who you are."

"Thanks Gwen, but its done," said Peter. "Besides the police handled it well. Your dad runs a tight ship, everything should be fine."

"Sure for a couple of common crooks trying to break into somewhere, but what about if Doctor Octopus or The Sandman or Mysterio or anyone else shows up, then what?" asked Gwen, as she grasped, Peter's hand, as she looked a bit scared when she voiced the next possibility. "The Doomsday Device, what if….I don't want to even think about it…but what if…he's behind it….The Red Skull."

Those three words were whispered in fear, as if Gwen was terrified that the Red Skull would materialize out of nowhere in the alleyway and slaughter them both. Peter felt shivers going down his spine.

"Someone else is going to have to deal with it," said Peter, as he pulled his girlfriend into a hug. "The world didn't fall apart before Spider-Man. Someone will take care of it after it. There are a lot of other super heroes in this city too."

Gwen nodded slowly, conceding Peter's point.

"I better walk you home," said Peter, as they slowly walked out of the alleyway. "This city's not safe later."

" _Of course if the Red Skull is back, no where is going to be safe, I've never seen Gwen this upset," thought Peter. "Of course, upsetting her, its upsetting me."_

Gwen turned around and they walked home.

" _I don't want him to get hurt, I never wanted him to be Spider-Man, so why am I arguing this?" thought Gwen. "It's something that he has to do. Maybe there was a reason and people count on him a lot of the time. He won't be able to live with himself."_

"Are you okay?" asked Peter gently.

"Fine, Peter," muttered Gwen dismally.

" _She's fine, good, she looked pretty shaken up at the thought of the Red Skull, its going to keep me up at night, but if he's back, I don't even think I could fight someone like that, he's greater than anything I've ever fought," said Peter. "Maybe, there's something I can do, maybe there's something that Peter Parker can do that Spider-Man couldn't. I can find him, Fury would have a fit if I found Captain America before he did…yeah a seventeen year old finding Captain America, welcome to fantasy land, Parker. Still, I've got to try."_

XXXXX-XXXXX

Electro's eyes opened, a twisted grin appearing on his face, as he felt more powerful than ever before. There was a slight fatigued feeling but he felt it fading by the second.

"Excellent, you've awakened and with no ill effects," said Sinister as he nodded approvingly as the energy around Electro began to get brighter and more prominent. "Now, it's time for you to take full advantage of what you've been given."


	53. A World on the Edge Part Two

**Chapter Fifty Three: A World on the Edge Part Two:**

"Looks like the web head bit off more then he can chew this time!" bellowed Jameson, or for him, talking in his indoor voice, as Peter had presented the few pictures he managed to grab with the battle with Electro. "See Parker, if you would have gotten this picture at a different angle, it would have really shown Spider-Man getting the beating he deserved. Better than nothing and since it's a slow news day, it will have to do, it will be put on the first page."

"It was lucky I got these many, Mr. Jameson," said Peter as he swallowed. "Sir, I want to ask you a question."

"This better not be about a raise Parker, because we're overbudget as it is," said Jameson.

"No, no, it's not about a raise, but you've been in the news business a long time, and you know a lot of things that other people don't," said Peter and Jameson looked up, curiosity getting the better of him. "What do you know about Captain America?"

"Captain America…now there's a great American hero, patriot to the people, unlike Spider-Man, who is some punk thug in a mask, it's a shame that you won't be able to live with such a hero in your time, well he was before my time too, but that's not the point, still he's great," said Jameson with pride. "He's the reason why great papers such as the Daily Bugle can bring the facts and warn the public about menaces like Spider-Man."

"But what happened to him?" asked Peter, and Jameson paused for the briefest second.

"Don't know Parker, he just vanished, retired, veteran of the war and all of that, don't blame him, given the state the country is in, because of people like Spider-Man being allowed to run free on the streets," said Jameson. "What's the sudden interest about this anyway?"

"I heard Spider-Man get yelled at the museum where the battle happened, some government agent threatened him," said Peter and Jameson suddenly perked up.

"Did the web head get arrested?" asked Jameson.

"No," replied Peter shortly and Jameson looked like someone had shot his puppy. "But, there was something about a Doomsday Device, someone was after it…The Red Skull."

Jameson jumped from his chair, going suddenly pale and the normally boisterous Jameson looked around in absolute terror.

"Don't give me a heart attack Parker, the Red Skull, he's dead, good riddance, he's done things that would give you nightmares just hearing about it, and that's if you're lucky," said Jameson, stammering.

"Still, Mr. Jameson, this Doomsday Device, it's bad if someone puts that thing together," whispered Peter.

"Well of course it's bad Parker, they wouldn't call it a Doomsday Device because it gives everyone candy and flowers," said Jameson, regaining some of his composure. "The government has to handle this, I don't even know if I should print this. Anything about the Red Skull, what's the matter with you Parker? Don't even whisper that he might be coming back."

"But what if he is?" asked Peter. "Someone's going to have to stop him."

"He's gone, Parker," said Jameson. "Long gone, before I was even born and definitely before you're even born."

"No one really knows what happened with that final battle with Captain America," said Peter. "What if someone tracked down Captain America? Wouldn't he want to know? Just think of it, if the Daily Bugle can track down Captain America, when no one else can, sales will go through the roof."

"True, but who am I going to send on this wild goose chase?" asked Jameson. "All the other reporters are on assignments right now that I can't pull them away."

"I should go and I'll do it for free," said Peter and Jameson just looked like he had gotten the best deal in history. "Do you know anyone who might even have an idea of where Captain America is?"

"Well there's this one guy, named Brubaker, he's the guy who put together the Captain America exhibit at that museum, he might have a clue," said Jameson as he leafed through several files. "Here's his address, go there and see what you can uncover, Parker. If you can uncover anything."

Peter left as Jameson just shook his head.

"That kid isn't going to find Captain America, no one else has," said Jameson as he shook his head from side to side. "Of course if he does, I'll win, but if he doesn't, no foul and I don't have to pay him one dime. What's the worst that can happen?"

XXXXX-XXXXX

Electro sat, glowing from head to toe, as he turned around, before he got to his feet, with the computer right to the side of him firing up, as did a radio. Sinister stood, with a smirk on his face.

"Very good, your powers have worked even better than I could have imagined," said Sinister. "Those appliances that were started, they were damaged beyond repair."

"I could hear them," said Electro with glee. "They told me what was wrong and I just repaired them with a thought. And I can make them work as I want to. Watch."

Electro operated the radio, turning through the stations without barely exerting himself. It was easier than breathing, not that he needed to do that with his powers.

"With this power, I can bring everyone to their knees!" cried Electro with glee.

"I would test this new gift you've been given on a grander scale," said Sinister. "The entire state of New York wouldn't be able to stand up for you and from there, you can begin to control your destiny and have whatever you want."

"We're thinking on the same frequency," said Electro as he stepped forward, before the door swung open on his own accord and Electro walked out, the doors pushing open on their own accord, as he continued to move forward, visions of the terror that he could cause dancing in his hand.

"That should keep the entire city distracted," said Sinister as he looked forward, eyes narrowed in a calculating manner and a small knowing smirk on his face. "That simple minded fool doesn't know the scope of his own abilities and that is a shame, for him."

XXXXX-XXXXX

Peter walked up to the house, raising his fist and he knocked on the door. It was several moments, before Peter heard some sign of movement inside and the door opened, before he saw a man peer out, looking from side to side but he relaxed when he was it was merely a seventeen year old boy.

"Who are you?" asked the man.

"Peter Parker, I'm a photographer at the Daily Bugle," said Peter and the man seemed to breath a sigh of relief. "Are you Mr. Brubaker?"

"Yes…come it…quickly please," said Brubaker, as he nearly yanked Peter inside, before he heavily locked the door and Peter noticed that he had a handgun on him. "Sorry, if I seem to be rushing you inside, but I have to keep my doors locked. I heard about the theft at the museum. One component to an overall device, I kept it safe, put in the last place anyone would look….they're going to be shaking me down for the other two components, even if I don't know anything about them and where they could be hidden."

"I don't think you have to worry about that…well you have other things to worry about," said Peter. "The other two components they've been found and someone's stolen them….it could be…you know…The Red Skull."

Brubaker paled and clenched his gun, as if expecting the Red Skull to show up.

"Anyone who even has the most rudimentary knowledge of Captain America knows what that monster can be capable of and there's evidence to state that history has had it dumbed down," whispered Brubaker as he looked from side to side, pulling down the sleeve of his shirt to conceal a couple of nasty looking bruises. "The Doomsday Device…if it's him...I don't know what to tell you."

"There's got to be something you can tell me, something about Captain America," said Peter. "He's the only person who can take down the Red Skull if he's back."

"Yes, but he doesn't want to be found, he's hidden away, people have been trying to track down Captain America for years," said Brubaker. "He just doesn't want to be found. I know, I've tried. After his battle with the Red Skull, where we thought Captain America defeated triumphed, it's just a dead end. Surely you've seen the exhibits that I've put together."

"Surely there has to be something that you know, anything?" asked Peter, a bit of desperation coming through in his voice.

"I've told you all I've know," said Brubaker, but as he turned, he suddenly looked thoughtful. "There might be someone who might be able to help, but it's a longshot."

XXXXXX-XXXXXX

"Sorry, kid. I don't know anything about where Cap went off to. Wish I did. But there is someone else who might have a better idea."

XXXXX-XXXXX

"You'd have better luck finding a needle in a haystack. Still, I've got the address of someone that might know something but I'm not making any promises."

XXXXX-XXXXX

"I told you, I don't know anything. Here take this address and go there and get out of there before I call the cops."

XXXXX-XXXXX

Sorry, I could not have been more help you man. But here's the address of someone who might be able to help you on the quest to get the information that you want. So, face front true believer and don't give up hope. EXCELSIOR!

XXXXX-XXXXX

" _Well, eight people later and I'm here, if this Steve Rogers guy doesn't know anything, then I give up, you must have been an idiot to even think that you would be able to find a guy that people have been looking sixty years for," thought Peter. "A complete and utter idiot, oh well, here goes nothing."_

Peter looked up, on the dirt driveway that he walked across, with a small and cozy looking cottage out in the woods.

" _Quaint," thought Peter as he walked up the dirt path, seeing a garden on the other end of a wooden fence, as he knocked on the door._

There was no answer at first.

"Mr. Rogers!" called Peter. "Is anyone home? I need to talk to you….about Captain America!"

At those words, there was some movement as Peter heard someone walking to the door and the door opened, to reveal a built man wearing a red sweater, with blue pants and white stripes. He had thick glasses and grey streaks in his blond hair.

"Well, come in then," said Rogers, as he stepped back, to allow Peter to walk inside the house. It was three rooms. In the living room, there was a couch with a chair in front of a lit fireplace and on the mantle, there was a very old radio, plugged into the wall, which was the only luxury. On the wall, there was a picture of Captain America and President Roosevelt shaking hands and right next to it, there was a familiar red, white, and blue shield mounted on the wall.

" _Wow, a replica of the Captain America shield, it looks so real…focus Parker, focus," thought Peter as he gave his head a shake._

"So, anyway, I've heard you know about Captain America," said Peter tentatively.

"You might say that," said Rogers calmly. "I must say, you're the first visitor I've had in a long time, I don't even know how you found me."

"It's a long story, and it took about eight people before I even got here," said Peter. "Please tell me you know something."

"I know something Mr…." stated Rogers before trailing off.

"Parker, Peter Parker," said Peter and the eyebrow of Rogers raised up at his last name, but he quickly regained his composure. "So, you don't get any visitors here."

"It's rare," confirmed Rogers. "I normally visit others, far away from here. Very few people know where I am and trust me, that's for the best."

"Look, I'm sorry for being so rude, but I really need to know if you know where Captain America is," said Peter quickly.

"Why would a young man like you want to know where Captain America is?" asked Rogers, with a raised eyebrow. "He's way before your time."

"He might have been but I heard all the stories," said Peter getting all excited. "My Uncle Ben told me all of them, to think that a true hero like that existed, it's inspiring and exciting, it must have been so cool to be there."

Rogers just responded with a sigh.

"Anyway, I really need to know because…The Red Skull's back and he's got the Doomsday Weapon," said Peter and Rogers just gave him an unflinching look. Most people just responded with fear, but Rogers just seemed to be numb to news about the Red Skull. "You know, Red Skull, one of the greatest evil's this world has ever seen."

"I'm familiar with that monster, yes," said Rogers as he tapped fingers on the edge of the end table, but he looked at Peter. "The Doomsday Device, the Red Skull never got a chance to utilize it. I hoped that it would have been destroyed by now but apparently not."

"What does the weapon do?" asked Peter suddenly and Rogers looked at him, as if considering what he should tell him. "Do you know?"

"It causes slight imbalances in the magnetic structure of the earth, which essentially creates a simulated black hole, if that monster gets his hands on a lot of power, he could do some serious damage, swallowing some of the largest cities in the world in a matter of moments," said Rogers and Peter swallowed, at the possibilities that such a weapon could bring upon it.

"He could bend the entire world to his will," whispered Peter. "He could have whatever he wants and if anyone tried to fight him, he could just make them disappear. He could kill millions."

"He will kill millions," corrected Rogers grimly. "Just to prove a point, that he is the one and only Red Skull and if he succeeded with getting the weapon, then he is the real deal and not some imposter."

" _He needs to be stopped," thought Peter._

"Look, this is all very interesting, not to mention horrifying, but I need to know now if you know where Captain America is," said Peter and Rogers just contemplated something for a moment, but there was whirling of helicopters outside of his house.

"SHIELD," muttered Rogers, as if this was something that he expected and they were right about on schedule by his estimate.

"I can't be see here," said Peter, as he backed off. "Trust me, I really can't…long story."

"You won't make it out alive if you try to run, in the closet," said Rogers, as Peter went right into the closet, just mere seconds before the door is pushed over and Nick Fury walked in, looking around from side to side.

"So, I've finally found you, figured you might be at somewhere like this, out of the way of everything," said Fury.

"What do you want, Fury?" asked Rogers calmly.

"I won't mince words, that monster the Red Skull's back and he's got his little toy back, and you know what you need to do," said Fury gruffly. "We need you back now."

"I'm done Fury, I'm retired," said Rogers simply. "Captain America was another lifetime."

In the closet, Peter barely stifled a gasp.

" _Steve Rogers is….Captain America?" thought Peter as it slowly clicked in his mind._

Peter remained silent, as he heard footsteps close to the closet door and for a brief second he thought he was going to be found out. Even though his heartbeat slowed down but he heard someone walking away from his hiding place.

"Retired, well you better get your ass out of retirement, because you've got a job to do," said Fury as if there was no argument.

"Not this time, the fact the Red Skull's still out there proves that true evil can only be stalled and never defeated," said Rogers calmly. "Fury, I've done my time in the war. I took down more enemy agents in five years then you ever could hope to in your lifetime."

"You're the symbol of everything this country is about, Rogers," said Fury. "You wear those colors, you are the embodiment of the United States of America."

"I represented this country, but a lot has changed in sixty years," said Rogers, as he stood his ground firmly. "This entire country isn't what I fought for. It's changed and not for the better."

"Yeah, we've got problems, but you shouldn't take it out on the innocent people that the Red Skull will slaughter if you don't do anything," said Fury. "It's only lucky that nutcase hasn't gotten his hands on a power source that can power his little device for more than a few minutes."

One of the SHIELD agent's handed Rogers a briefcase, which clicks open, to reveal a Captain America costume.

"Time to get into uniform, solider," said Fury and Rogers looked at the uniform, considering it.

"I'm done Fury, please get out of here," said Rogers but Fury and the rest of the SHIELD officers stood. "You can fight me if you want to but it won't change my mind."

"Guess you aren't the hero that people think you are," said Fury shaking his head with a look of disappointment on his face. "The Doomsday Device is in place, it's bad enough that Spider-Man bumbled three times but now the one man who could stop this can't find his spine."

"Spider-Man?" asked Rogers.

"Some punk kid, don't worry, I put him in his place," said Fury. "If you actually do grow a set, you know where to find me."

The SHIELD officers left and Rogers stood, the briefcase containing the Captain America uniform on the floor, he looked at it.

"You can come out now," said Rogers calmly and Peter stepped outwards, mouth a gap.

"I've looked for Captain America and I've found him, it's you!" shouted Peter suddenly as he almost jumped to the ceiling in excitement.

"I was Captain America, now I'm Steve Rogers, a private citizen, who just wants to live a nice life out in the woods," said Rogers in a collected voice.

"Look, I know Fury really comes across as an…well…he doesn't come across well, but we do need Captain America, if the Red Skull is back, you beat him before, you can beat him again," said Peter. "You have to go against him, to fight him."

"I don't have to do anything, Peter" said Rogers. "My tour of duty ended sixty years ago."

"Still, you're Captain America, no one else can stand up to the Red Skull," persisted Peter.

"Someone's going to have to, because I just don't have it in me anymore," said Rogers. "You heard it out there. At one time, I represented everything this country stood for but now this country has changed too much. I'm not fit to represent what America has become. I guess you could say that I'm out of date."

"You can't be out of date, you're Captain America!" pushed Peter. "In all of those stories you overcame all the odds, no matter what and never gave up. You can do it again, you can stop the Red Skull."

"I appreciate your enthusiasm Peter, but that was another time and I can't bring myself to," said Rogers as he looked at Peter.

"We need someone to rally behind though," said Peter. "Someone who we know who is going to stand up to the Red Skull."

"Perhaps someone is already there," said Rogers. "Perhaps someone like this…Spider-Man that Fury was telling me about."

"Spider-Man….Fury forbid m…him from ever putting on that mask again," said Peter. "Besides, Spider-Man messed up, big time, he can't take on the Red Skull, he'd get killed."

"There comes a time where we have to do what we feel is right and not what other's feel we should do," said Rogers slowly, considering Peter. "Spider-Man, if he feels he can help in any way, he should get back into the fight and not sit on the sidelines, sulking. Just as I'm doing what I feel is right."

"No, you're not doing what is right, not any more, Captain America would never run away from a fight," said Peter suddenly but he turned. "All those stories, they taught me that no matter what, no matter how impossible the odds seem, you have to keep fighting."

"It's a nice moral, but it doesn't have any bearing in the real world," said Rogers gently and Peter just stepped back, as if he had been slapped right in the face and in a sense he was.

"I can't believe it, the great Captain America, a coward who turns his back on the people who need him the most!" shouted Peter in frustration which caused Rogers to flinch. "I thought you were a hero. I guess I was wrong."

Rogers just remained silent, for a moment, a brief flash of guilt appeared in his eyes and Peter left, without another word. He picked up the Captain America costume and looked at it for a long moment.

"It was another time," muttered Rogers to himself, as he held the Captain America costume up. "Things change."

Rogers gently folded the costume back up, took a step forward, holding it over the fireplace, fingers loosening around the fabric but he hesitated.

He turned his back and with a simple motion put it back on the sofa and turned to walk towards his bathroom and shut the door behind him, as the Captain America costume remained dormant on the couch.

XXXXX-XXXXX

Electro stood, a twisted smirk appearing on his face, as he watched the entire city of New York. It was so safe, so secure.

So open for him to take control, with Electro raising his hands, with electricity sparking in the air.

He continued to make his way through the city, causing traffic lights all throughout the city to go haywire and the sounds of several car crashes indicated mass hysteria. A loud explosion in the distance and Electro pointed right to an electronics store, before forcing the door opened and a crowd of people screamed, as Electro sent several appliances flying right towards them. The cords wrapped around them and began to slowly strangle several people. He watched with glee, at the screams of terror and the frantic, but futile struggles for oxygen by those who had been ensnared by is power.

XXXXX-XXXXX

"Captain America wasn't anything like you expected," summarized Gwen, as she joined Peter, sitting down, drinking milkshakes.

"Understatement," said Peter, who looked completely despondent. "Fury couldn't even really force him, so I never had any choice. Guess he didn't have anyone to blackmail him with."

"Most of his friends and family might be dead," said Gwen. "Guess that super solider formula isn't all it was cracked up to be."

At that moment, the coffee maker exploded, scalding the cashier with hot coffee. The cashier turned around, as the cash register sprung out, causing money to fly everywhere.

"Something's wrong," muttered Peter, as the electronic doors began to swing open and shut. Peter pulled out his cell phone. "Dead"

"Mine too," agreed Gwen with a frown. "What do you think…"

Peter waved his hand and carefully edged right towards the door, as he saw outside, a panicked populace. He then saw a very familiar figure standing on the outside, shooting bolts of electricity.

"Electro," whispered Peter, before he turned but stopped in his tracks.

" _Not this time, Peter, you can't do it, there's too much on the line…but….if I don't….if I do then…but if I don't….I have to…." thought Peter, conflict ranging in his mind._

He stared at Electro, unable to either take action or walk away. The villain turned and he saw Peter looking at him, slack jawed and Electro turned around, the discharge causing Peter to stagger backwards.

"What are you staring at?" questioned Electro violently as he turned to Peter. "Huh, TALK TO ME!"

"N-nothing," said Peter and Electro actually looked quite enraged at this response.

"Nothing, you think I'm nothing, everyone thinks I'm nothing, well no more, no more!" shouted Electro as the air cackled, like heavy static, before Electro raised two hands with the ground electrified, forcing Peter to move around and causing him to stagger backwards. "So, is this nothing? Is this nothing? IS IT?"

Electro continued to try and blast Peter into nothing with a series of bolts.

"Stop, leave him alone!" shouted Gwen furiously and Electro just stopped, before he turned slowly, looking at Gwen, recognition dawning, as his crazed eyes narrowed in absolutely terror. Gwen took a step back.

"Gwen, run, now" mouthed Peter, but Electro reached from behind him and blasted the ground, causing Peter to get launched into the air.

"You think you can tell me stop and I'll just jump," said Electro. "Do you think you're better than me? Do you think that just because of who Daddy is, you can tell me to stop? Huh, you little bitch!"

Electro blasted a bolt of lightning at Gwen, who just barely was able to move, but she twisted her ankle in her attempt to get away. She struggled, as Electro stalked her, sadistic grin on his face.

"Not so high and mighty now!" shouted Electro. "You laughed at me. People like you laughed at me my entire life! Thought I was a joke! Thought they had power over me! Well, guess who has it now?"

Electro caused several lights to shatter, causing glass and sparks to fly everywhere, as Peter pulled himself up, but Electro electrified the floor, causing him to get knocked back again.

"See this, see what I can do to anyone, no one can stop me, electronics rule the world now and since I can rule electronics with a mere thought, the world is mine!" yelled Electro.

"You can't get away with this," managed Gwen painfully, as Electro just looked at her with a twisted sense of mirth.

"Who's going to stop me?" taunted Electro. "Spider-Man. No, because the web head should have shown up by now if he was going to stop me. He's running scared. I beat the coward last time and I only had ten percent of the power that I do now. Imagine what I can do to him. He'll know what every insect feels like when they hit a bug zapper, only multiply that by a thousand times."

Electro stood putting his hands on the wall, where Gwen was trapped in the corner, as the walls sparked. She tried to push him away but she screamed, burning her hands in the process.

"Never tried sticking your finger in a light socket when you were a kid, did you?" tasked Electro as he leaned in as close as possible, without electrocuting his pray, looking right in her eyes, unblinking, a murderous, unhinged look about the super villain. "No, Daddy wouldn't let his little princess do that. After all, you're on the straight and the narrow, never do anything wrong, never take any chances. Until today, when you mouthed off to me. Maybe I should show you exactly how that feels. What you missed out on?"

Gwen closed her eyes, hoping that someone could happen but she saw Peter on the floor, having taken a nasty hit when Electro sent him flying, blood dripping from the side of his head.

"Let me go," managed Gwen, her voice cracking, as Electro was way too close to her for comfort. "LET ME GO!"

"Sure, I'll let you go!" shouted Electro, as he stepped back with a twisted smirk and Gwen let out a breath, as Electro appeared to turn around and walk away but then he spun around and sent a bolt of lighting right at the miniature neon sign right above where Gwen was standing, causing it to fall and spiral towards the air right towards her.


	54. A World on the Edge Part Three

**A World on the Edge Part Three:**

"NO!" shouted Peter, as he managed to pull himself up and leap forward, just managing to catch the sign, blocking most of the impact, as Gwen slumped to the floor. Sparks flew everywhere, as Peter directed the sign away from Gwen, with sparks shooting out. He saw several other patrons and staff move around, as he looked at Gwen, who was unconscious but thankfully still breathing. "Someone, call for an ambulance!"

No one seemed to move, as Peter cradled Gwen gently in his arms.

"ARE YOU PEOPLE DEAF?" shouted Peter. "MY GIRLFRIEND'S HURT BADLY, SOMEONE CALL AN AMBULANCE!"

Gwen continued to breathe in and out, as Peter held her.

"Gwen, I'm so, so sorry, this is all my fault," muttered Peter. "If I hadn't been so stupid….if I hadn't been…"

Peter trailed off, unable to form any more words. He was thankful that he managed to save Gwen from the majority of the brunt of the sign and she could have been in lot worse shape. He held her, trying to find the words to reassure her, even though she was not really in the condition to comprehend what he was saying.

" _Electro could have fried her to a crisp easily," thought Peter darkly. "The people I care about would be in danger if my enemies knew I was Spider-Man….the people that mean the most to me are likely to still be in danger if my enemies don't know I'm Spider-Man. What am I supposed to do?"_

Peter was brought out of his thoughts, as he heard an ambulance outside. Electro had long since moved on to terrorize others elsewhere.

XXXXX-XXXXX

"I want you to scout the area to see the disturbance, but do not directly interfere unless he engages you in combat," said Professor Xavier to the group of the X-Men in the X-Jet as it moved far above the panicked populace.

"Of course, Professor, we need to see what we're up against," said Cyclops, as he looked at Wolverine, who just grunted in reluctant compliance, as he sat with the assembled group of Iceman, Nightcrawler, Shadowcat, Rogue, and Marvel Girl.

"The guy takes a lot of pride in his work," commented Iceman. "Whoever it is."

"What if he notices us?" asked Rogue.

"Yeah we're going to talk him down, hopefully get him to back off," said Cyclops.

"And if that brilliant plan doesn't work," persisted Rogue dryly.

"Then we'll let Logan have a talk with him," said Marvel Girl.

"Now, you're talking," said Wolverine, as he looked outside. "Any luck on finding him."

"Well, just follow the sound of the shrieks, that should work," suggested Shadowcat.

"I'm trying to track him, but…the readings are very strange, changing by the minute, we're dealing with something powerful," said Cylcops.

"And hopefully not prone to blast us out of the sky," said Nightcrawler.

"Please, the jet can outrun anything, there's nothing that can touch it," said Cyclops in a confident tone of voice.

XXXXX-XXXXX

Electro looked around, as people screamed, running away from him. It was music to his ears, as he directed a parked car to chase a group of businessmen down the street, in an attempt to run them down. With a smirk, Electro caused several street lamps to shatter, sending glass flying everywhere.

A loud whoosh echoed from above Electro and the crazed man looked up, to see a jet.

"What's this?" demanded Electro angrily. "A plane in my airspace…in my town….without my permission…we'll see about that!"

Electro raised his hands, summoning a full burst of energy and it crackled around him, before he blasted upwards, to lock right onto the plane.

XXXXX-XXXXX

"Error, error, security breach, external threat…." stated the computer on the X-Jet, but suddenly it went dead.

"Security breach?" inquired Nightcrawler. "That doesn't sound good."

"But it shouldn't be breached, the computers on the jet are protected with the best encryption out there," said Cyclops with a frown.

"So was the Danger Room and the Mansion as well, and we all know what happened there," said Marvel Girl as the others cringed at that particular epiosde.

Wolverine sniffed around in the air.

"There's something here, something that I don't like," growled Wolverine, but the jet started rock and the seat belts tightened, to trap the X-Men in their seats.

"You're going to stay in your seats until you reach your final stop!" shouted Electro, as his face appeared on the computer, energy crackling. "None of you move, or you will suffer a lot more."

"Wait a minute," said Shadowcat slowly as she looked at the unfamiliar figure, recognition dawning. "That sounds like Electro."

"Electro, didn't you say he was some loser who shot lightning and had a stupid costume?" asked Iceman, which caused Electro's face to contort in fury, as he caused the plane to rock. "He could barely control a flashlight for…"

"SHUT UP, SHUT UP!" shouted Shadowcat frantically in horror as Electro gave screams of rage.

"You dare mock me behind my back, well I'll show you, I'll show you all!" shouted Electro, as he brought the jet into the air high, before he spiraled it around the city towards a populated area.

"Please, don't, they're people in those buildings!" yelled Marvel Girl frantically as others gasped in terror, but Electro grinned sadistically.

"I know," said Electro wickedly, as he flew straight down towards the roof of a building but he felt a pull against him.

"Got to stop him somehow," said Marvel Girl, concentrating with all of her might, to keep the plane in the air, and she managed to direct it away from crashing into the building, before Electro put more power into the plane. "No…can't hold on!"

Marvel Girl was whipped back, nearly knocking her seat backwards, as she gasped out.

"Jean!" shouted Cyclops frantically.

"You're pay for that, mutant!" shrieked Electro, causing the plane to rock and screws to loosen.

"If he rips the plane apart when we're this high in the air…." started Cyclops but he could not finish the sentence and he did not need to.

"I'll give you guys credit, you have a state of the art weapons system," said Electro and there was a very familiar sound of weapons arming.

"No," whispered Cyclops.

"You can't," managed Rogue.

"You scumbag," growled Wolverine as several missiles were launched and there were horrified screams heard from far below, as all of the missiles impacted and there was smoke seen from below.

"That's it, someone's got to stop him," said Rogue angrily. "If only he had an actual form, I could get some of his power."

"Maybe if I phase through…" started Shadowcat but Cyclops shook his head.

"Way too dangerous," said Cyclops firmly and Wolverine just hacked his way from the seat beats, ripping the seat apart.

"Guess, we have to take care of this the old fashion way," said Wolverine and before anyone could respond, Wolverine plunged forward, and plunged his claws right into the control panel, causing him to get electrocuted almost immediately. Wolverine held on with intense frustration, as sparks flew from his body, but Electro had just faded from the plane, just when it began to spiral out of control, as Wolverine was blasted backwards, electrocuted for at least a minute straight, hair standing up on end.

Cyclops quickly blasted the front of the plane.

"Bobby, now, we need a ramp to get us down," ordered Cyclops.

"On it!" shouted Iceman, as he blasted an ice ramp downwards from the front of the plane, causing it to slide to the earth, but this did not work as well as expected, as the jet began to spin. It was a tense moment, before the jet stopped crashing and levitated off the ground, before it flipped over and landed gently.

"Well, at least we didn't crash," said Shadowcat, as she let out the breath she was holding. "Nice work, Jean."

"But, I didn't do anything," said Marvel Girl who was confused, and so was the rest of the team.

"But if you didn't, who did?" asked Rogue but everyone was confused, as they moved out.

"What the…" started Cyclops as he saw a very familiar figure standing above the building, but as he blinked, he was gone.

"What is it Scott?" asked Marvel Girl.

"Nothing, must have been seeing things," said Cyclops, shaking his head. After all, they had all seen him perish. Wolverine stumbled forward and collapsed down to the ground. "Logan, what exactly were you hoping to accomplish?"

"Hey, that electrical nutcase out of the plane," grunted Wolverine as he spat blood on the ground and smoke came out of his mouth as he talked. "I'm going to be walking off that one for a while."

The staggered X-Men were face to face with a crowd of people and they were not too happy.

"Look, it's those muties!"

"They shot their missiles at us!"

"They think they can bully us into following them!"

"Well, we're going to show them!"

"Hey wait a minute, we totally saved you from Electro!" argued Shadowcat.

"How do we know you weren't all in it together?"

Suddenly, there were several pieces of debris, rocks and bricks thrown at the X-Men.

"No, its all a misunderstanding!" argued Cyclops, but one of the rocks knocked his visor off, causing an optic blast to shoot forward right into the crowd, blowing up a car, before he could shield his eyes.

"See, they attacked us again, let's get them!"

There were several more rocks thrown, backing off the X-Men.

"They're attacking us, and we ain't fighting back," said Rogue in confusion. "Ah say we give them what for."

"No, things are going to be made worse if we fight back," said Cyclops, as Marvel Girl handed him his visor so he could put it back on.

"Much worse than that?" grumbled Wolverine, just as a glass bottle spiraled through the air, nearly smashing into Nightcrawler, before he teleported out of harm's way.

"We need to get out of here, before things get too bad," said Cyclops, as Marvel Girl put a shield around them.

"I don't know how long I could hold this," said Marvel Girl, biting her lip in frustration, as she held the shield, but several police cars arrived, and tear gas was shot into the ground, to back off the rioters, as Captain Stacy lead the police.

"Everyone clear off, we have enough problems without you acting like a crazed mob," said Captain Stacy, before he lead the police towards the group.

"Hey, we're not the bad guys, the mutants are the bad guys, you should arrest them and put them away!"

"They're helping that nutcase, they fired missiles at us!"

"Give them the chair!"

"We should lock them all up!"

"You all better come downtown," said Captain Stacy to the X-Men. "Until this gets sorted out and tensions are eased. You're not being accused of anything but with Electro on the loose, we have more than enough problems."

"Where's Spider-Man when you need him?" muttered Iceman.

"We're all asking that question," said Captain Stacy, more to himself than others, as the X-Men walked forward.

"I can't believe we're just turning ourselves in," said Wolverine. "It'd be easy to take care of us and make it look like an accident."

"Captain Stacy is okay, he won't let anything happen," argued Shadowcat.

"Yeah, he might be the good one, but they're other cops and…a lot of them are in bed with mobsters and other criminals, have you seen the crime rate in this city?" said Wolverine. "I'm not putting up with it!"

"We have to Logan, we don't want to make things worse," said Cyclops but Wolverine just broke free, leaping over the assembled crowd, as he began to scale a fence, as the cops turned to go after him but Captain Stacy stopped him.

"We have enough problems," said Captain Stacy, as he moved the X-Men into two separate squad cars.

As the X-Men sat in the cars, they saw a young officer walk up and whisper something to Captain Stacy, who looked shocked and then quite somber.

"Officer DeWolff, take care of this, a family emergency has come up," said Captain Stacy, trying to maintain his composure. "Make sure they get downtown and arrest anyone who tries to attack them. No exceptions."

"Okay, Captain," said DeWolff as she sensed the grim note in Captain Stacy's voice and knew that it would be best just to comply, as she moved forward to take charge.

XXXXX-XXXXX

Time seemed to slow down to an absolutely unbearable crawl for Peter Parker. It had only been maybe a half of an hour, maybe forty five minutes since Gwen had been taken to the hospital to have her injuries tended to, but it seemed like much longer. He had been escorted in himself, to get the gash on the side of his head, stitched and cleaned up. It appeared that the staff was worked big time and others were far less fortunate that Gwen was.

The doctor exited the room that Gwen was in, an unreadable expression on her face.

"So, Doctor?" prompted Peter.

"She's extremely lucky not to get off quite worse, just a mild concussion, some cuts and bruises, a broken ankle, and burned fingers, but she should make a full recovery," said the doctor, as Peter let out the breath that he was holding in. "If nothing else, she was one of the more mild cases. Its thankful you managed to act as you did."

"Yeah, thankful," said Peter, who thought that the fact that Gwen was hurt at all was nothing to be thankful about. "I want to see her."

"She's currently sedated, but if you want to," said the doctor in a sympathetic voice. "The entire town's in an uproar because of this Electro character, we just managed to get our machines back online just before your call for help, he knocked out the power. People are trying to fight him, Iron Man and the Fantastic Four, and the police, but they're just overwhelmed. No one seems to be able to stand up to him."

Peter just remained silent.

"I do wonder where Spider-Man is during all of this," added the doctor as an afterthought. "He's beaten Electro before."

"It's a different Electro, he's no longer what he was," said Peter. "Far more dangerous."

"But, Spider-Man wouldn't just sit back and let everyone get hurt," said the doctor. "He saved my daughter once, from a burning building. He puts his life on the line. It makes me think that something bad happened to him before this all started but no one's telling us anything…of course, its hard with the news to get out, because of the communications going out."

Peter just looked, as Gwen, right side of her face bandaged and bruised, along with her left hand, visible wrapped in bandages.

"I'll give you two a moment alone," said the doctor and she left, as Peter turned to Gwen.

"Gwen, I didn't mean for this to happen, this wasn't supposed to happen this way, it was supposed to be all over, but its just begun again, you got hurt and now….I don't want to have to do this, I might have to do something that Uncle Ben would be appalled at," said Peter voice breaking slightly. "I'm going to have to take care of Electro…so that he doesn't do it again, someone that powerful can't just be locked up in Ravencroft…I don't want to do this."

Peter trailed off, as he closed his eyes. The images that he saw in other rooms, people severely injured, thanks in part to Electro and a number of them who would never see another day.

"This might be it, Gwen," whispered Peter, eyes widened in fear, unsure that he was going to have to take the ultimate step to deal with Electro, despite what he done. It was contrary to everything Spider-Man was. "I'll always love you, no matter what but I wouldn't hold anything against you if you didn't do the same, after what I did…after what I have to do….good bye Gwen. Stay safe."

Peter kissed Gwen on the forehead, before he slowly walked off, with the feeling that he might as well have been walking straight to death row in the back of his mind.

XXXXX-XXXXX

"All is ready," said the scientist to the Red Skull, as he stood in the corner, a cold, indifferent look on his face. "The cameras are ready for your broadcast and the coordinates are locked on."

"Very well, you're dismissed for the moment, I must make some final preparations," stated the Red Skull and the scientists moved around. With a movement, the Red Skull rechecked the coordinates. Anyone who attempted to misdirect his device for whatever reason would pay most severely.

When the time was right, the world would know to fear the Red Skull.

XXXXX-XXXXX

"Another dead end," said Fury, frustration mounting.

"We're trying our best, but the signal is being misdirected all over the place and with Electro out there, its screwing up our equipment even more," said an officer, but Fury slammed his fist down on the side of his seat.

"Our best is not good enough, keep flying, even if we have to go deep inside the city," said Fury, but they found some turbulence and the copter had edged to the side to side, as it nearly crashed.

"Something's wrong, its messing up our directional controls, we can't pull out, we're going to crash," said the pilot from the back seat.

"Electro," said Fury gruffly, as he moved. "Get ready men, we could be in for a ride."

Sparks flew, as the helicopter moved, but Fury and his men moved around, grabbing the parachutes.

"Evacuation protocols, we're going to have to abandon the copter!" yelled Fury, as he moved outwards, leaping down, with two other officers managing to follow him, but another plane spiraled out of control in the sky, crashing right into the SHIELD helicopter.

A loud explosion went off high above the streets and flames blasted every which direction. A second SHIELD helicopter landed on the roof of the building, several shell shocked officers exiting, as a third copter landed in the street.

"We're on foot now, everyone remain alert for…anything," said Fury, trailing off as he saw a blur swing right past him on a web line. "That kid has some nerve. I warned him!"

"Should we take care of him?" asked an officer.

"Later, we need to deal with the Red Skull," stated Fury, as the SHIELD officers moved stealthily through the streets, climbing over the debris and other carnage, with a mangled, bloodied hand moving out from underneath a collapsed wall, before it completely deflated, never to move again.

XXXXX-XXXXX

A group of children scattered in fear, as Electro stood, causing sparks to fly everywhere. A minor application but it did terrify the children witless.

Electro cornered a small girl, no older than five years old, who clutched a Spider-Man doll in her arms.

"Hello, little girl," said Electro wickedly, as she sniffled in absolute terror, backing off. "So, you like Spidey, don't you?"

The little girl was fearful.

"Uh huh," sobbed the little girl terrified and Electro just sent a small bolt of lighting at the ground, causing the little girl to burst into tears and drop her doll, where Electro blasted it right into bits with a mere gesture.

"Spider-Man's no more, I took care of him, he's not coming back!" shouted Electro, as he backed the child right into a construction site. "And if he ever crawls out from underneath the rock he's hiding underneath, I'll make him pay. I'll slowly and painfully kill him, causing him to scream, to beg for mercy, but there will be no mercy. NONE!"

Electro sent a small jolt of electricity towards the ground, causing the girl to shriek in terror and fall to the ground, whimpering, absolutely scared out of her wits.

"I'll give you something to cry about you little brat," said Electro sadistically as he snapped his fingers and in an instant, a vehicle rolled forward, with a huge wrecking on the end. Electro drew his hand back, the wrecking ball moving backwards, before he thrust his hand forwards, right towards the little girl.

In a flash, a figure swung in, pulling the girl right out of harm's way.

The wrecking ball flew, destroying a portable toilet outside.

Electro registered a look of confusion.

A fist was swung right into his face, the impact causing Electro to fly backwards, smacking into the debris that he caused.

Sparks flew into the air, as Electro pulled himself to his feet, to see Spider-Man's foot flying right into his face. He managed to register that Spider-Man wore his usual outfit, with rubber gloves and boots over it, before the foot connected with Electro's head, and knocked him down.

Electro shook off the attacks. He thought to be untouchable but one more punch that cracked him right in the side of the face had caused him to rethink that notice. Another punch and a third punch had caused him to fly backwards right underneath a platform.

Two web lines shout out and tipped the platform, with cinderblocks and various tools being dumped right on the prone form of Electro! A loud crashed echoed, as dust flew in every direction.

Spider-Man took a step back, teeth gritted, fists clenched, as he watched the villain apparently buried alive underneath dozens of heavy cinderblocks. At that moment, a jackhammer activated, to chip away the cinderblocks around Electro and Electro pulled himself to his feet, sparks flying every which direction where blood might have been oozing out.

"Is that the best…." began Electro but he never finished as a fist went right in his face. Two kicks cracked into his chest and Spider-Man raised both of his hands together, before he brought them down as hard as he could manage right on Electro's head! Electro's knees buckled and Spider-Man aimed another kick and Electro smashed the back of his head on a concrete slab.

Spider-Man picked up a chain and wrapped it around Electro's neck, before he pulled the dead weight of the super villain to his feet and began to aim punch after punch right to his head, causing sparks to fly out of the side of Electro's face at every moment. He grabbed the chain and flung Electro, and caused his spine to crack right onto the side of a piece of equipment. Electro was down on the ground and with a burst of strength, the web slinger muscled up a sledgehammer.

"No, stop, what are you doing," begged Electro. "Please don't hurt me!"

Spider-Man's eyes flared underneath his mask in anger, as he lifted up the sledgehammer.

"No, please, have mercy!" cried Electro and Spider-Man hesitated for a brief second. "Please don't kill me!"

" _Am I really going to go through with this?" thought Spider-Man suddenly, hands held on the sledgehammer but Electro had blasted the weapon out of his hand, before an electrical charged ricocheted upwards, which caused Spider-Man to blast into the air._

"You really should have killed me, Spider-Man," said Electro, a crooked grin on his face but he winced slightly as he took a step forward but managed to draw in some energy. The pleasure coursing through his body as he felt the sweet sense of power canceled any pain, as he blasted Spider-Man once again. Spider-Man struggled to his hands and knees, but Electro stood on his back, causing Spider-Man to wince as moderate bursts of electricity caused him slight discomfort. "That's it, that's it Spider-Man, I want to draw this out as much as I can, make you experience my power for as long as I can, before I finish!"

Spider-Man wrapped his webbing around the ankles of Electro and gave a tug, tripping him up, but Electro blasted a lighting bolt, barely missing hitting Spider-Man right in the face. Still the backlash had caused a large light from a light post to fall right on Spider-Man and knocked him loopy. Quickly, he managed to roll over, as Electro snapped his fingers and a steam roller began to move, in an attempt to flatten Spider-Man like a pancake.

Rolling over instantly, Spider-Man managed to avoid the steam roller but Electro directed it right around him, in a second attempt, but Spider-Man propelled himself on top of the vehicle. Electro caused the vehicle to go at reverse at full speed, and attempted to send it right into the fence, but Spider-Man leapt off and propelled himself over Electro's attacks, before he shot a line of webbing around Electro and wrapped around him.

"Old habits die hard," said Electro, as he prepared to power up to free himself, but bouncing off the side of the half completed building, the web slinger shot a second line of webbing, attaching it to the first one and gave a tug, before he propelled Electro right into the air.

Electro gave a surprised cry but landed right on his feet, as Spider-Man landed right in front of him. Spider-Man and Electro circled each other but Electro slumped to a knee and Spider-Man kicked him right in the face.

"I can't feel the power!" yelled Electro in frustration but Spider-Man aimed a kick right to the face, before he bounced Electro right down to another building lower to the ground and Electro landed right on the roof with a sickening thud. He rolled over, the blackened outline of where he landed pulling himself up. Spider-Man swung down and kicked Electro right into a nearby water tower, busting it open.

A pause, as Electro stood in the water on the building, with no affect.

"Oh that old weakness," said Electro with a pained smile. "Doesn't really work anymore, I can control my powers through water."

Spider-Man recovered and aimed a punch right to Electro's face with sparks flying everywhere. Electro flickered in and out, as he reached out, seeing a nearby power line and reached out towards it but Spider-Man shot two lines of webbing, to wrap around each wrist. Spider-Man pulled, but Electro sent sparks flying everywhere, summoning what energy he could.

An elevator began to go haywire, blasting down to the floor, before it pulled up quick towards the ceiling.

"Save them or stop me Spider-Man," said Electro as Spider-Man let go of Electro, before he swung forward. "That's right, hero. Predictable."

Electro coughed sending sparks everywhere, as he nearly collapsed but managed to lower himself down off the building. As he reached the ground, he felt his power returning.

XXXXX-XXXXX

The people in the elevator screamed as it nearly hit the bottom before it jolted right to the top and nearly stopped, as the cable was wobbly, but Spider-Man swung in, prying open the glass pane, before he waited for the elevator to blast down, and moved in quickly, shooting several lines of webbing, to secure it in place, just a second before the cable snapped. With another movement, Spider-Man swung in, as the elevator smoked, as he took the passengers out, and swung out, seconds before the elevator burst into hot flames.

Spider-Man dropped the bystanders to the ground, as he turned around, barely hearing the applause of the crowd at the rescue that he made and he swung right back into battle, a single minded focus towards getting to Electro.

XXXXX-XXXXX

Electro looked at the destruction that he left and the terror that the city would not soon to forget. Max Dillon was an afterthought, someone who everyone thought was a loser who would never amounted to anything. However, everyone who had survived would remember the name of Electro.

Carefully, he looked over his shoulder for Spider-Man. The web slinger not making his normal wise cracks and quips had freaked Electro out just a little bit but he reasoned that there was no way Spider-Man could defeat him.

That thought went through his head, just before both of Spider-Man's feet went into it, and Electro staggered backwards.

"Again, Spider-Man?" questioned Electro but Spider-Man dove at Electro. Electro tried to blast Spider-Man out of the air with a bolt of lightning but Spider-Man used his acrobatics to dodge the attack, before he shot a line of webbing onto a flagpole and he swung around, before he grabbed Electro in his rubber gloved hand and he threw Electro up into the air. Electro willed a padded motorized platform over to him, cushioning his fall, but Spider-Man dove down.

Electro fell down, as he backed off, but looked over his shoulder, seeing what was nearby. He blasted a cart right towards Spider-Man but Spider-Man dodge the attack and Spider-Man grabbed Electro's hands.

"You've got me Spider-Man, you've got me…not," said Electro sadistically, as he sent electrical jolts right towards Spider-Man's body, grabbing onto his gloves, keeping Spider-Man in place, and he pushed Spider-Man way. "The thing is, while I'm not going to get zapped in the water, you're not going to be so lucky if you go in with me. There's nothing that can shield you from my powers."

Spider-Man tried to free himself, knees buckling, as he edged towards the water. Electro had summoned all the energy he had.

"Time to go for a swim, Spidey," said Electro smirking, as he fought the web slinger, pushing him closer. "Ever drop a toaster in the bathtub? Well it'd be much safer than what I'm going to do to you!"

Electro bended Spider-Man's arms back, and Spider-Man was nearly pushed out of the side but he managed to free his hand and shot a line of webbing upwards and latched onto a light post, before he pulled himself up and kicked Electro right in the face. Spider-Man staggered away from the water, as Electro blasted several bursts of electricity in the air and there were sparks flying everywhere.

"I don't even know why you're still fighting me, I mean, you're not going to send me to the nuthouse again, I can get out easily now," said Electro. "And you don't have the balls to kill me!"

A hand was raised and Spider-Man narrowly dodged a lighting bolt and it blew up a large billboard from behind him. The billboard began to rock, sending sparks everywhere, as Electro blasted Spider-Man right in the back, to knock him down and the electrical billboard collapsed down onto Spider-Man, the metal making a large crash to the ground.

"I've done it," said Electro with glee. "I've killed Spider-Man. I've killed him!"

Electro turned to walk off, his glorious victory giving him a new swagger in his step.

XXXXX-XXXXX

Buried underneath the billboard, Spider-Man just barely managed to hold it up, just enough to keep him from getting crushed.

" _Stay focused Peter, stay focused, pass out and you're screwed big time," thought Spider-Man, as he struggled but he knew he could very well black out from the pain. "I didn't stop him, not even close, I let my guard down and he got me. Shows what kind of hero I am. Fury was right, I'm just some punk kid who was lucky enough to get bitten by the right spider."_

Spider-Man struggled, as he tried to not pass out, even though he could feel his right eye swelling shut underneath his mask and it was becoming even more difficult to see. He began to struggle.

" _Don't pass out from the pain, don't you dare pass out, don't pass out, remember with great power there must also come great responsibility, you can still win, great power, great responsibility, don't pass out, don't pass out, don't pass out," thought Spider-Man as the metal groaned and his limbs began to crack underneath the pressure. "Who am I kidding? I can't do this. Not this time…that bastard got the last laugh…after what he did to Gwen."_

Sparks flew everywhere from above.

" _No, I'm not giving up, come on Parker, time to man up, are you a hero or a zero?" asked Spider-Man mentally as he gave one push. "I won't give up without a fight."_

Spider-Man gave one slight push and somehow, through shill force of inner fury managed to push the billboard off of him. Sparks exploded into the air, but Spider-Man pulled himself to his feet, vision blurred and costume slightly burned, in pain, nearly collapsing right on the ground as he stumbled away from the scene of the near murder.

Checking to see his web shooters were still in tact, Spider-Man nodded, before he slipped a fresh cartridge in both of them.

XXXXX-XXXXX

Electro watched in the city. The police had made a feeble attempt to stop his latest assault but they were punished. The city was going haywire and Electro knew that he was completely responsible.

"Now where to next," mused Electro out loud. "Guess I'll take a trip to the hospital and cause someone's life support machine to blow!"

"ELECTRO!" shouted Spider-Man loudly, which caused the villain to turn around in shock, before Spider-Man swung into view but this time, Electro dodged his attack.

"Not going to fool me again, web slinger," said Electro, as he electrified the web line, causing it to melt and Spider-Man barely managed to adjust his fall so it was not nasty. "I don't know how you're not dead but I'm going to fix that problem right now!"

Electro pointed towards an ATM machine and Spider-Man was bombarded as money shot at him from a rapid rate, like a machine gun, with Electro directing a street cleaner towards Spider-Man in an attempt to run him down, but Spider-Man dodged the attacks.

" **Electro" hissed a voice in the villain's ear, which caused his aim to miss. "This is one who gave you your powers."**

"Yeah, what do you want, can't you see I'm busy?" challenged Electro as he watched Spider-Man disable his latest attack and Electro dodged an attack, before he sent one back in return.

" **There is a small error with your power and I need you to return immediately," said the voice.**

"My powers are fine," argued Electro.

" **For now, but I can make them even better and give you even more power," said the voice and Electro seemed to straighten up at that suggestion.**

"I'll be there as soon as I can," said Electro, as he aimed two large blasts of light. "Sorry, web head, something's come up, but hey, you've got your hands full right about…now!"

At a nearby intersection, a school bus started up and start barreling through everything, nearly running into several buildings and the screaming children aboard, along with the fearful bus driver, who was struggling to gain control of the wheel.

Spider-Man shot right off after the runaway bus, to leave Electro to do whatever.

" _Not my day, so not my day," thought Spider-Man, as he shot a line of webbing, which latched onto the bumper but the bus continued to pick up speed. "Yeah, this really is not my day. I don't think how this can get any worse…yeah I don't think I really should be thinking that."_

The bus continued to move as Spider-Man grabbed onto a road sign in an attempt to slow it down but the sign just ripped out of the road and the bus continued to spiral past the main city and the next sight horrified Spider-Man.

" _And the bridge is still out," thought Spider-Man. "Wonderful. Just great, after all these months they still can't bother to finish that damn bridge."_

Spider-Man shot more lines of webbing but he could not even slow the bus down. The children screamed, as the bus driver apparently tried to radio for help but the radio blew up in his face.

The bus careened over the side of the bridge and Spider-Man closed his eyes, shooting another line of webbing to help stabilize himself, to hook himself to the unfinished bridge but the line of webbing snapped as the bus fell.

The bus mysterious began to lift up, before it dropped right on the bridge, before it was held into place. Several pieces of metal shot out, forming a makeshift bridge, as the bus was pulled, with Spider-Man on it, safely to the other end, where it careened to a stop.

Dropping to his feet, Spider-Man looked up, to come face to face with a certain master of magnetism, who looked at him with an unreadable expression from underneath his helmet before speaking.

"We meet again, Spider-Man," said Magneto breaking the silence.


	55. A World on the Edge Part Four

**Chapter Fifty Five: A World on the Edge Part Four**

"Magneto," said Spider-Man coolly, as he looked up at the master of magnetism, as the doors from the bus opened, and several shell shocked school children slowly walked out, shaking, along with a bus driver.

"Leave now," said Magneto shortly to the assembled group in a cold voice and the children looked terrified, as several pieces of metal rattled on the ground.

"Still the same kind hearted, warm, Magneto," muttered Spider-Man in a slightly slurred voice, as he shook his head, to try and get his wits about him.

"You don't seem too surprised to see me among the living, Spider-Man," stated Magneto. "Given the fact I'm sure you may have heard news of my demise."

"Yes, but you do have the tendency of coming back from certain death," said Spider-Man. "You've cheated it before, and there was no body."

"Point taken," said Magneto calmly. "The battle against the X-Men had left myself battered but still alive. I had spent the past several months recovering from that battle. It appeared that I had disappeared for too long. The war that I have seen for sometime has started and mutants are ill prepared to fight. Charles Xavier still preaches his dream of peaceful coexistence to his students as naively as ever and he fails to realize that his attempts to make mutants coexist with the humans has driven us apart even further. We are the future."

Magneto took a breath, as Spider-Man stood there. He was not in the mood for Magneto's rhetoric. He had far bigger problems on his hand at the moment.

"I learned of what was a mutant who made a scene in the city," continued Magneto. "Naturally, I investigated and it was not a mutant."

"No, a human named Max Dillon, an Electrician who got freak powers due to an accident, and apparently had those powers upgraded somehow," explained Spider-Man. "He calls himself Electro."

"I suspected he might be one of yours, Spider-Man," replied Magneto crisply. "You thought that you could rehabilitate a monster like that. Much like Charles has that naïve notion in his brain that humans and mutants can live in peaceful harmony. I have seen the very worst that humans can do, to those who they do not understand. They are never looking for the truth, always a scapegoat and mark my words, mutants will be the latest group to suffer due to the fact that humanity is looking for someone to blame for their own inadequacies. This incident with Electro proves that. Whether or not he's a mutant, the point is moot. The fact is he will be considered to be one. Given the fact that he had the X-Men fire on a crowded city…."

"What?" asked Spider-Man, sitting upright, causing strain on his neck and he winced in pain, as he tried to collect himself. "What about…."

"This Electro took control of their jet, and turned all of the weapon systems upon the humans below," said Magneto. "I had managed to show up and guide their jet to the ground, because I wished for them to remain alive long enough to see how humans would react to our kind. Perhaps a night in a jail cell will cause them to reevaluate how blindly they follow Xavier….."

"Professor Xavier has the right idea, we have to work together, the world will fall apart," said Spider-Man through gritted teeth, not in the mood to discuss human-mutant relations with Magneto.

"You are hopelessly naïve, Spider-Man," said Magneto, with a hint of amusement in his voice. "You think Xavier is the picture of purity, you've been fed the same lies that he has fed his students. They believe Xavier to be a saint that can do no wrong, but they are fools! Xavier will cause the destruction of mutant kind, if I don't save it."

"What happened between you and Xavier?" asked Spider-Man, curiosity getting the better of him. "You two were friends."

"A long time ago, Spider-Man, nearly a lifetime, before I even put on this helmet and formed my Brotherhood for Mutant Liberation," said Magneto in a crisp voice. "I had learned of Charles Xavier, whom was and still is, the world's foremost expert on genetics and mutation. His knowledge is without peer, I will concede that point. Naturally, I was pleased that I found someone who could relate with me and the gifts that I had, that I spent half of my life until that point exploring the world to understand and perfect. I had been enamored with Charles Xavier and the knowledge that he possessed. I wished to speak to the man in person."

Magneto looked thoughtful.

"Xavier was engaging and I believed a man of his knowledge would be better served with something more then giving endless lectures to a group of humans that were apathetic and could not understand the depth that knowledge that Charles Xavier was speaking of," continued Magneto. "I had thought, Xavier would be served with helping others like us, to learn their gifts, so they could defend themselves against those who might wish to bully them because of what they were. Xavier was not on board with this situation, until an accident in Africa had confined him with a wheelchair. He had realized that his life was not over, even if he could no longer life. In fact it had just begun and his brilliance could only serve all of mutant kind as well. If I had known what Xavier would do with his school and the misdirection he would give to those impressionable young mutants, I would have never even bothered to offer the suggestion in the first place."

Spider-Man just stood, arms folded and Magneto just gave him the sense to continue.

"Xavier hand picked the students, students that he felt would fit the school, students he felt that would not disrupt things, students that he felt would not question his philosophies on the relationship between mutants and humans no matter what," stated Magneto with thinly veiled contempt. "Xavier and I had a disagreement about how the students should be taught. I felt that we should push the students to their limits, to allow them to tap into their full power. Xavier felt that their powers should be controlled, for their own benefit. In other words, limited, because he felt they could not handle it. He coddled them in many ways and naturally I disagreed with how this was best to handle the children. He was too soft on it and so much potential was squandered, in some cases more than others. Xavier and I had our falling out and I became what you see before you today. If it were not for me, Xavier would have no X-Men, no students, and his dreams would die on the vine. I would be allowed to lead mutants as they should be, against humans and allow us to take up proper place in the world."

"So, that's the story," said Spider-Man after a brief second's pause. "I don't believe it."

"You can choose what you wish to believe, Spider-Man," said Magneto with an indifferent tone of voice. "I know the truth and Charles does deep down as well, even if he has deluded himself to believe that I'm the villain in this situation. It is a shame that he's taken several promising young mutants down with his own delusions. I just hope they realize that Charles Xavier is using them, much like he used me, before it is too late."

"Yes, I'm really sympathetic to the cause of someone who once tried to send nuclear missiles right at a populated city," said Spider-Man dryly. "I think if anyone is deluded, it's you. Professor Xavier brought mutants together and taught them to use their powers safely. You're trying to stir up the humans even more and you're going to be the one that will end up getting every single mutant killed."

"Humans will end up blowing themselves up in the end at the smallest squabble, I shudder to think what they may do to us if left unchecked," said Magneto firmly. "Spider-Man, whether you wish to believe it or not, you are closer to mutants than you are to humans with your extraordinary powers, and you have a duty to our entire race. Which brings us back to the matter at hand, Electro. He crashed a plane containing the X-Men, who are your allies, your friends even, in an attempt to murder them in cold blood."

"I'll take care of him," said Spider-Man.

"Will you now?" asked Magneto strongly. "He's obviously been a danger before, if you would have taken care of him, you should have taken care of him before now. He should have been put down like the rabid dog like he is and now he may be too powerful. Every death, whether it be mutant or human, is on your hands now, Spider-Man. The blood is on your hands. The children who lost parents, the parents who lost children, every death is on your hands, because you, out of some naïve reason. You're a child Spider-Man, plain and simple, I know it, that's how you carry yourself, reckless, impulsive, and unwilling to do what needs to be done. Electro should have been killed the first time you fought him. There is no other way."

"Yes, there is," argued Spider-Man shakily, clenching his fist in anger. "There's always another way."

"Is there?" asked Magneto. "In a sense, you're just walking away and giving Electro full license to kill anyone. What is one life as opposed to the countless this monster will kill? You have the power, use it."

"Yes, I do, but with great power, there must also come great responsibility," said Spider-Man through gritted teeth.

"Admirable sentiments, I'll be certain to make arrangements to have them scrawled upon your tombstone," said Magneto coldly. "And obviously considering your inability to do what you need to do, you know nothing about responsibility."

"Given your two children are out for your blood, I guess we're in the same boat," retorted Spider-Man sharply and immediately, the web head had touched a very personal nerve, as metal everywhere began flying in the air.

"I had my reasons for that and I do not feel predisposed to share them with you!" bellowed Magneto, losing his calm demeanor as the metal dropped, after several pieces came close to hacking Spider-Man to bits. "The fact is that whatever I've done, your inaction is far worse. And Xavier would have done something if he had the chance as well."

"Xavier would have never killed someone," replied Spider-Man firmly.

"Perhaps not, but he would have made him forget how to use his powers, it wouldn't be the first time he tampered with someone's memories," said Magneto harshly. "I hardly blame Charles for that particular instance when he wiped that particular individual's mind clean of all knowledge of mutants but I am merely stating that he is not as squeaky clean as you believe."

Spider-Man opened his mouth to say something, but he felt a loud shrill siren and Magneto keeled over slightly, massaging his temples.

"More shifts in the magnetic field around the earth," grumbled Magneto to himself. "I could not think of anyone who would be able to do such a thing."

"I can," said Spider-Man suddenly, he had nearly forgotten about the doomsday weapon in his battle with Electro and his focus had been upon that and when Magneto looked at him for clarification, a gigantic television screen on the side of a building flickered to life.

There were loud, panicked screams, as the horrific face of the Red Skull appeared, staring at them from every television screen in the city.

"I do not need to introduce myself, you know who I am and you know what I can do," said the Red Skull icily. "All of you hoped that I had perished together, but this country breeds nothing but weakness. Its greatest champion Captain America and its most dismal failure, failed to ensure my demise. In the decades, more and more, the entire world has gotten soft, with this country being an epicenter. The world needs one supreme ruler, to bring together a perfect superpower, with order and discipline, without conflict. All will bow before me."

Spider-Man sat, perched and he could hear the panicked populace as the Red Skull paused for the briefest second. Magneto stood by his side, focused, intent.

"Every single world leader will concede control of their country to me and all who I feel are unwilling to live and all that oppose me, will be rounded up and punished," continued the Red Skull. "Fools will only oppose my rule and I hold power to make all who oppose me disappear into nothing. Some may think of me as bluffing, but the live footage that you will witness will tell you all you need to know about the fates that you will oppose me. A small farm town in the middle of Kansas will serve as an example of what your fate will be should you decide to stop me."

Images of the quaint town appeared on the screen. It looked so peaceful but the sky above it began to darken. At first, it appeared that it might have been a storm but in an instant, as the darkness widened, trees and houses began to uproot from the ground, and shortly there after, the ground began ripping up piece by piece.

Loud screams and Spider-Man watched, along with the rest of the world, helpless, as several people passed the darkness and were not seen again, their screams just stopping without an echo once they had passed. More objects flew, until the entire town was stripped absolutely clean, leaving nothing but a deep, gaping hole. The darkness receded but there was nothing around and the video returned to the Red Skull, sitting there, stoic and uncaring.

To him, death was as common as drawing a breath of air was to most.

"For every hour control is not signed over to me, a major city will be completely ripped off the face of the Earth," stated the Red Skull in an apathetic voice."You have my demands. You have no choice. I will be in touch within the hour. You know what will happen."

The image of what the Red Skull did to the small farm town and all of its inhabitants was shown on essentially every television screen throughout the world.

Magneto stood in the background, images flashing through his mind, of what he had buried as another lifetime, but seeing that particular individual triggered suppressed memories.

An image of a young boy being lead away from his parents and the sounds of gunshots as he was loaded onto a train.

A group of children being lead to the Red Skull.

A young girl being shot without hesitation for crying for her mother by the Red Skull, as the children were being lead inside.

Strapped to a table, with several crude instruments.

Children subjected to experiments, in an attempt to be used as research to build the perfect race for the Nazis. Overseen by a man with chalk white flesh and pointed teeth, who slowly advanced on the restrained children, as other, faceless, humorless Nazi scientists prepared to operate.

Deaths, the remains of children being dissected in an attempt to learn about the gifts that they possessed.

"Humanity's greatest monster returns," muttered Magneto.

Spider-Man just watched, the desire to throw up nearly overwhelming him at the Red Skull. His voice was frigid, uncaring, apathetic to the idea of causing death.

"We depart now Spider-Man, you do what you feel is necessary and I will as well," said Magneto in a distracted voice as he left and Spider-Man stood, arm shaking, as he tried to shoot a line of webbing but it took three tries before he was able to steady himself enough to do so.

XXXXX-XXXXX

Sinister watched calmly, the images of the people being sucked into oblivion and not leaving any speck of dirt behind, just a large heaping hole that appeared to be bottomless where a small town once stood, was one of the most glorious things that he had ever seen in his life.

"Just thing, I'll be able to use that device to prune certain elements from the Earth, that forestall evolution," muttered Sinister under his breath and he heard as Electro had returned, a greedy expression in his eyes.

"You called me back, said you would make me even more powerful!" yelled Electro. "Well, I'm here, so let's get to it."

"Oh believe me, the power you're going to have is going to be the most important thing on Earth," stated Sinister as he stood at Electro, who held his hand in the air, almost like he was going to attack Sinister. Sinister marveled Electro's boldness, but he had nothing to fear. Electro thought he was in control but he was going to prove it. "Well, there's no need to waste time."

"No there's not!" yelled Electro impatiently. "Give me the power, right now. GIVE ME WHAT I DESERVE!"

"Oh believe me, you'll get everything that you deserve, Mr Dillon," stated Sinister calmly.

"I'm not getting any younger!" said Electro, as several sparks bounced off of the walls.

"This way," said Sinister in a calm voice, as he lead Electro down a hallway and then turned. Another turn and they reached a lab. "The device that I'll need to give you the final upgrade to make you the most potent source of energy is behind this door."

Electro grinned. The moment he had this power, he would murder everyone in this complex and destroy the device, whatever it was. There was no need for anyone to even match him and then no one would ever laugh at Max Dillon again. They would bow in terror to him.

Electro stopped at that moment, as he saw Red Skull who stood, uncaring, unblinking.

"So you must be our Guinea pig," said the Red Skull firmly.

"Guinea Pig, I'm no Guinea Pig, I'm the supreme source of power, I'm Electro!" shouted Electro.

"Such a childish retort from such a simple individual," stated the Red Skull coldly. "You've done excellent, Essex. He'll help give me enough power to carry out my objective. If those foolish world leaders do not cooperate, they will suffer."

"Hey, I'm not helping you!" yelled Electro, as he stood up to his full height. "I've got power, and you're going to give me more or I'm going to blast you to bits."

"You dare threaten the Red Skull," said the Red Skull. "Obviously, the American Educational System has reached a new low. You will obey me!"

"You can't tell me what to do!" shouted Electro as he powered up fully intent in giving Red Skull a taste of what he thought true power was. "You're not my dad!"

"Nighty, night, Maxwell," said Sinister as he pulled a black remote out and twisted a knob. Electro's own power turned from within him, causing him supreme pain.

Blood curdling shrieks echoed, as Electro struggled to regain his powers but it was no go.

The attempts of the struggle were nothing, as more racking scream of pain, echoes as his power super charged from within him.

Electro's form illuminated the room as he continued his anguish shrieks before the large cylinder on the top of the Doomsday Device, the power module began to absorb the energy Electro gave off. He screamed in agony, as he felt his very essence being ripped to pieces and reconfigured into pure raw energy that was stored inside the cylinder for use.

The Red Skull watched, as he could hear the faintest whimpers, as there were two black scorch marks on the floor, where Electro once stood but that was the only hint that he had once stood there. Faint traces of screams echoed into the distance, still heard as they began to fade slowly.

Slowly.

Slowly.

Slowly.

Slowly.

Until they were not audible.

"Forty five minutes, then?" inquired Red Skull casually and a fearful scientist, who had been tasked in keeping time, nodded. "Good, if they don't surrender to me, then I begin removing more unsightly blemishes from the map, starting with the capital of this putrid country."

XXXXX-XXXXX

Spider-Man swung across the city. He dropped down and he suddenly saw something stirring the alleyway. He turned around and he braced himself to fight, as did the other guy, but he just stopped.

"Oh, its you," said Wolverine as he walked out of the shadows but Spider-Man still looked tense. After all that happened so far, no one could blame him for being jumpy. "Been looking all over for you. Where in the hell have you been?"

"Around the city, trying to stop Electro," said Spider-Man.

"Yeah, that nutcase took us down easily, like it was nothing, riled up a bunch of people down there, Summers thought we should go with the police peacefully, I didn't agree," said Wolverine gruffly.

"Imagine that," said Spider-Man dryly. "We have a problem."

"You've just made the understatement of the century kid, you saw it, I've saw it, the entire city and the world saw it," said Wolverine as he stepped back. His Electro induced injuries were nearly healed but it was a testament how much Electro had attacked him, given the fact it took a while to heal them. "

"And the one guy who could stop him, doesn't want to," muttered Spider-Man, in a pained voice. "Captain America, I talked to him…."

"You actually managed to track him down," said Wolverine in surprise. "You're more resourceful than everyone thinks. But I can't believe that he would just refuse to fight."

"I can't either," said Spider-Man in a dismal tone of voice as he stood. "He doesn't sound too pleased with the country these days, says its not the America that he fought for."

"Well its not," said Wolverine and there was really no way to argue about that. "Things changed."

"I also ran into someone you might be interested in," said Spider-Man. "Magneto, he's still alive."

"Figures," said Wolverine shortly. "He didn't give you too much trouble."

"More of the same, his anti-human propaganda and all that nonsense," said Spider-Man as he looked around. "We've got a huge problem on our hands, Logan. The Red Skull is out there, but I don't know where. Not to mention Electro is out there and Fury's going to be out for my blood now as well."

"Life isn't easy, kid, if it was, more of us will live a lot longer," said Wolverine wisely. "You've got any idea what to do next."

"Not one," said Spider-Man as he stood back, but then he frowned, seeing a partially crashed helicopter in the alleyway. "And they're here, SHIELD are."

Spider-Man stepped closer, as he looked from side to side.

"They've left a long time ago," said Wolverine as he sniffed the air. "Hours ago, Electro must have took them down, I can smell him all over the vehicle."

"Good, then there's no one here to stop me from taking a small peak, to see if they left anything that can help me figure out what's going on," said Spider-Man.

"They got up in arms when they thought you tried to hack into their systems and now you're doing it for real?" asked Wolverine.

"Can't be helped," said Spider-Man in a distracted voice, but as he investigated around, the entire system appeared to be dead. He looked around, but everything of value had appeared to be taken from the transport vehicle. "Not even one thing."

"You really expected anything with Fury," said Wolverine. "He's not going to let you find…"

"A laptop?" asked Spider-Man, as he saw a laptop that had slid underneath the control panel, likely in the crash and forgotten.

Spider-Man opened up the laptop and it had already been turned on and the system already opened.

" _I can't believe my luck, about time something went right today, well it had to, I mean what else could go wrong today?" thought Spider-Man. "Actually, I don't really want to know. Let's see..Files open, let's see what I can find, there's got to be something in here….search for the Red Skull…Doomsday Weapon….let's see what we've found."_

Spider-Man's eye was caught by a report and he suddenly stopped, as if time had stopped, taking several moments to fully process what was right in front of his face, on the screen.

" _It can't be," thought Spider-Man. "I always thought…no, this isn't adding up, although it does make sense, too much sense after what I've learned, but Uncle Ben and Aunt May to keep something like this from me….unless Fury didn't tell them the full story, yeah, I wouldn't put it past Fury to lie about something like this."_

"You find anything, Parker?" prompted Wolverine and Spider-Man just stood right in front of the laptop, not responding. "Well?"

"I've found more than I think I wanted to," said Spider-Man as Wolverine just looked at it. "October 14th, 1995, a SHIELD report on the recovery of a doomsday weapon believed to be commissioned by agents of the Red Skull by Richard and Mary Parker."


	56. A World on the Edge Part Five

**Chapter Fifty Six: A World on the Edge Part V:**

It was a few seconds but it seemed like an eternity before Spider-Man or to be more accurate, Peter Parker, completely registered everything, bits and pieces of everything that happened over the past several months clicking in his brain. Truthfully, he should have figured it out but this was this last blatant thing just hitting him right in the face.

"My parents..accident…Aunt May and Uncle Ben told me it was an engine failure…of course…could have been lying…cover up," said Spider-Man as he reread the heading of the report, to ensure that he had not been hallucinating. "My parents, who I had thought were scientists, were secret SHIELD agents and…they were the one's who stopped the Doomsday Weapon in the first place."

"You're kidding right," grumbling and Spider-Man just shook his head, arms crossed, indicating the fact that he was most certainly not kidding. "Could be a coincidence you know."

"Awfully big coincidence, this was right around the time that they were in their so called accident," said Spider-Man but he shook his head. "They said the engine failed, an accident."

"I bet you the engine did fail," supplied Wolverine gruffly. "Only it wasn't an accident."

"There's more," stated Peter shakily, trying to maintain his composure. "The Doomsday Weapon said to be commissioned by the Red Skull during the end of World War II, was recovered in a covert operation, by SHIELD agents Richard and Mary Parker. Said to be from enemy agents who were working with someone who claimed to be the Red Skull. Communication was broken off after confirmation that the Doomsday Weapon was disabled. Agents found three weeks after last communication, grisly remains, after their plane had engine failure. Investigation points to sabotage. Family will be informed that it was an accidental failure to maintain national security."

At that moment, Peter just hurled the laptop angrily at the wall of the building.

"That lying…." Stated Peter, before he started breathing heavily in and out, and it took several moments to calm himself.

"Calm down Parker, before you give yourself a panic attack," said Wolverine.

"Too late," said Peter, as he spun around.

" _Everything that I knew about them, a lie, didn't know much after all, died before I really remembered them," thought Peter as he struggled to keep himself from going out of his mind._

Peter just turned, and he looked out into the distance, deep in thought and all of the dealings in this entire mess seemed much worse.

"He did it," said Peter in a forced calm voice, as he clenched his fists together. "And Fury covered it up."

Peter shook his head. As disturbing as this was, he had to focus on the matter at hand, the fact that the world was in peril but it was hard to even block what he had just learned out of his mind. He wished he had never went into that SHIELD vehicle right now and learned what he did. He was better off not knowing.

"We've got a far bigger problem than Fury lying here," said Woleverine as he broke the silence. "In case you didn't notice, the Red Skull's back and he's going to start wiping out everything."

"Doomsday Device, of course, but Fury said the Red Skull wouldn't be able to power it for long unless he has….MORE POWER!" shouted Peter. "Electro, of course, of course, I should have seen it! The Red Skull's going to use Electro to power his device. The longer I kept fighting him, the more powerful he seemed to get, it was because he was storing power like a battery. Everything was knocked out that he went nearby, because he absorbed the power! He's going to have enough power to run that thing for a while by now."

"So this is worse than we thought," said Wolverine. "Great."

"I just wish that I could have followed Electro, we've got to find him, but he's got to be long gone by now," said Peter, as he shook his head to clear the mental cobwebs. "He could have lead us right to the Red Skull."

"Maybe he still can," said Wolverine suddenly. "He might have been turned into that, but he still had a scent. I know it, I was up close and personal with it when he tried to electrocute me."

"Yes, he has a scent, but its all over the city, we'd never know where to begin in time," said Peter as he threw his hands into the air.

"Just lead me to where he ran off and the nose will do the rest of the job," said Wolverine.

"There's no need to use such barbaric methods to track him down, I believe I've pinpointed where the Red Skull might be," said a voice and they turned around to see the figure who looked down upon them from his pedestal.

"Magneto," growled Wolverine, as he popped his claws out and looked ready for a battle, but Magneto looked on with not fear, but amusement.

"Put those away," said Magneto in a bored voice. "Surely, you've realized that they have no effect on the Master of Magnetism."

"What do you mean you know where the Red Skull might be?" asked Spider-Man.

"That device disrupts the magnetic field of the Earth to create that distortion, black hole, whatever you wish to call it, I'm the master of Magnetism, it doesn't take a genius to put two and two together," stated Magneto.

"Why would you help track down the Red Skull?" challenged Wolverine. "Didn't think you were too into saving all of humanity?"

"Humanity and mutantkind will both be in peril of the Red Skull continues to use his weapon," said Magneto. "I have my own reasons further than that, none of which are your business, but know this, I do not want the Red Skull to succeed any more than you do, Wolverine."

Wolverine just growled and he looked at Spider-Man for a response.

"If he's able to find the Red Skull, I don't see the harm in helping him help," said Spider-Man slowly.

"Did you hit your head when you were fighting Electro?" grumbled Wolverine but Spider-Man just ignored his question.

"We're going to have to coexist, until the Red Skull and his Doomsday Device are both put out of commission," said Spider-Man.

"I have no problems coexisting like a civilized individual," said Magneto coolly as he looked at Wolverine, almost challenging him to the same and the mutant just growled.

"One wrong step and I'll…." Stated Wolverine but Magneto just calmly flicked his wrist, magnetizing Wolverine to the side of a dumpster. The mutant struggled.

"You're not in much of a position to do anything," said Magneto.

"Knock it off both of you!" shouted Spider-Man as he lost his patience. "What are you, two?"

Spider-Man just looked forward. Time was running out. They didn't have that have any time to iron out these differences and there was not much room for error.

"We need to leave now, Magneto lead the way," said Spider-Man shortly and Magneto let Wolverine go, dropping him to the ground, his limbs jerked in every direction slightly, as the mutant managed to scramble to his feet.

"He better not be leading us into a trap," grumbled Wolverine but Spider-Man just turned away.

"He's not, trust me, I trust him, on this thing at least," said Spider-Man with conviction.

"Fine, your funeral, bub," said Wolverine gruffly.

XXXXX-XXXXX

"Mr. President, the situation is dire, but this is a mission that only SHIELD could pull off," said Fury through gritted teeth, as he tried to communicate with the president of why he should not make a decision to get involved. "The Military would not be able to handle this, who knows what that trigger happy nutcase will do if he felt too threatened. You might be serving out the rest of your term in a black hole. We're going to disable this device...I'll keep you briefed, but this mission might take some time to accomplish...time we don't have...just hang tight and do what you have to on your end to prevent people from panicking."

Fury took the phone, and he turned to the SHIELD agents, who stood ready.

"Time we don't have, Rogers, I thought you'd do the right thing, but this country's changed too much," muttered Fury. "Right now, I don't think Captain America is going to be able to pull our asses out of the fire."

He turned to his men who awaited orders and Fury had to make a snap decision of what to do now.

"All or nothing, one strike against the Skull and a quick one, if we mess up now, we might as well be kissing our freedom goodbye," said Fury, as he clenched his fists. "Go, now!"

The SHIELD agents began to move in as quickly as they could manage, busting down the gates of where they had tracked the signal of the transmission. It was very likely that they were walking into a trap, but they didn't have any choice. It was now or never. They carefully disabled the two sensor alarms that they found, but a green sort of dust rose from the ground. The men and women of SHIELD put their gas masks on, at least most of them did, some of them were too slow and were poisoned immediately, lungs bursting into flames as they dropped to the ground.

There was no time to mourn the deaths. Fury waved his hand, they had to press on. Otherwise, they would fall. Fury wasted little time, but they met a quartet of the bruising monsters. Fury just winced briefly, recognizing the very obvious handiwork of one Nathaniel Essex, better known as Mr. Sinister.

Fury gave the signal and tranquiler darts were shot, but they had no effect whatsoever. The monsters moved forward, and grabbed several of the SHIELD agents. They struggled, trying to fight their way, but the loud cracking sounds indicated that there were bones being broken and Fury turned to lead spot the entrance, as he felt a splatter of a warm liquid on his back and a loud crunch in his years.

"Fall back if you can, I've found a way inside!" shouted Fury, as he held a gun in one hand and blasted one of the monsters in the face, causing blood to splatter in every direction. The monster turned but Fury jammed the gun right in the gut and fired another shot, to drop the creature. With ease, Fury slipped inside the laboratory and stepped inside, before he slid through a hallway and made his way up a flight of stairs. Two human guards stood at a door, but Fury quickly knocked them out, with deliberating, but non lethal attacks. Two loud thumps and they were not about to get up any time soon.

Fury stood, he had one good shot, he had to find the Red Skull quickly, the entire fate of the United States of America, along with the rest of the world, was resting on his shoulders. He kicked down the door and stood, gun at the ready, but he heard someone from behind. He spun around and shot, but he saw nothing.

At that moment, the mutant known as Sabertooth jumped down and grabbed Fury. Fury struggled, managing to nail Sabertooth in the jaw with his elbow. Fury grabbed his gun and fired a shot at the mutant, but a concussive blast knocked Fury to the ground from behind and Sabertooth quickly got a good grip, as Mr. Sinister stepped into the picture to face Fury, with the twisted grin on his face.

"Did you really think it would be that easy, Commander?" asked Sinister.

"You filthy monster, how could you work for someone like the Red Skull?" managed Fury, as blood trickled from his mouth. "Just when I thought you couldn't get any lower, Essex."

"I've gotten something out of it, trust me, my work will continue, too bad, you won't live long enough to see the next stage of the mutant race," said Sinister calmly, as he kept a careful eye on Fury. It was best to watch the man. "Maybe the Skull will allow me your remains to dissect, you're in pretty good shape for a man your age, Fury. Wouldn't that be nice?"

Fury just spat blood at Sinister, but Sinister just raised an arm and another concussive blast dazed Fury. The mutant scientist grinned as Fury groaned, unable to stand up without Sabertooth bracing him with a solid grip.

"Take him to the cells, where he can have a front row seat, as Washington gets sucked into nothingness," said Sinister with a twisted smile. "You weren't any more successful than Spider-Man or the X-Men."

"Still hope," managed Fury.

"I don't think so," said Sinister, as Sabertooth grabbed the unconscious form of Fury, dragging him down the hallway, towards the holding area, where he could watch.

XXXXX-XXXXX

"Someone's been here already," muttered Wolverine, as he looked ready to attack the first thing that moved. "Fury and SHIELD and...a lot of those scents are fading."

"Well, they should have know what they were getting themselves into," said Magneto indifferently. "Typical humans, don't think through their actions."

"I think Fury got inside or someone did at least," added Wolverine as he managed to pick up a faint trace of the scent that he recognized as the SHIELD leader.

"So that means there's a way inside," muttered Spider-Man, as he looked ready for the attack.

"A trap most likely," said Magneto coolly.

"Well, we have no choice," argued Wolverine.

"We part here, I have my own plan, if you choose to go inside this way, than that's your foolish blunder, to your tomb," said Magneto, arms crossed. "I will search for an alternate way in."

"Find your alternate way, we're taking the direct approach," said Wolverine as he looked at Spider-Man.

"Fine, whatever, we'll take the direct approach," said Spider-Man, standing ready and Magneto shifted a few pieces of metal today, before he moved over right to the other side and Wolverine stepped in, before he sniffed around and pointed it out. Spider-Man followed him.

Suddenly his spider sense flung into overdrive.

"Look out!" shouted Spider-Man, as one of the monsters leapt at him, but Spider-Man avoided the attack and shot two lines of webbing, but the monster snapped them and grabbed Spider-Man. Wolverine prepared to plunge his claws into the back of the creature but another monster jumped from behind and grabbed Wolverine, and slammed him against a tree, in an attempt to pin him down.

The claws popped out, right into the wrists of the creature. Several puncture marks were evident as Wolverine jumped up in an attempt to take out the creature but it rolled out of the way quickly and continued to battle Wolverine, ducking and weaving around Wolverine's attacks with quick ease.

"These things are a lot quicker then they look," grunted Wolverine, as the creature grabbed his head, before he whipped the head backwards, and Wolverine dropped to his knees, before the creature pummeled Wolverine viciously. Spider-Man managed to turn and propel his opponent right into the one that was trying to remove Wolverine's head from his body.

The two creatures smacked together and Spider-Man stepped forward, as Wolverine pulled himself up, before he cracked his neck back into place, with a sickening pop and winced slightly, as he took a step forward.

Two more of the creatures pounced forward. Spider-Man just managed to dodge the attack and he kicked the creature back, before he began to fight with him. A punch is aimed right into the chest of the creature, but the creature just deflected them. Wolverine raised his claws and slashed them violently into the chest of the creature. The creature turned, but its skin healed over itself in a matter of seconds.

"Great, this thing has a healing factor too," said Spider-Man as he slapped his hand, before one of the monsters hauled up a huge cinderblock and threw it right at Spider-Man who jumped out of the way with grace and ease, before he continued onto the attack.

"Guess, I'm just going to have to dig deeper," growled Wolverine as he launched himself up and he plunged them violently into the chest again, digging the claws into the insides of the monster. Droplets of blood splattered, as the creature suffered crude surgery, done by Wolverine, as he began to slice him up badly.

Spider-Man engaged his opponent in battle and he aimed a punch, but it bounced right across the chest of his adversary. Another couple of punches but the creature swung backwards, but Spider-Man ducked and sprung into the air, before he slammed both fists right on the back of the head of his adversary. The creature's knees buckled, as Wolverine was thrown to the ground, his spine cracked from the impact and he rolled over. He cringed as he felt himself heal, as he saw an enemy leap at him from the air from above.

XXXXX-XXXXX

Fury found himself on a bench in a makeshift holding cell, as the Red Skull walked up at him, looking at Fury with disdian.

"We meet again, Nick Fury," said Red Skull casually. "But its for one last time. The world leaders have about twenty minutes to comply with my demands. The world should be given to me."

"They're never surrender to you," said Fury. The truth was that world leaders could not even agree what to order for lunch, much less a course of action when an international crisis presented itself.

"At their peril," said the Red Skull, as he held a gun and Fury knew that there was a chance that the next action Red Skull would take would be a bullet going right at Fury's head. "The capital of this country, the symbol of all the lies that this country offers, will disappear. More cities will disappear."

"You're going to rip the entire world apart!" yelled Fury.

"If I must," said the Red Skull coldly. "Who is to stop me? Captain America? That star spangled simpleton is obviously afraid of me. Not that he could beat me. The history books were wrong. He managed to trap me long enough to flee with his life. He deluded the rest of the world and himself."

Fury refused to respond to this taunting.

"The embodiment of America is nothing but a fraud, much like the freedom and the ideals presented by this country as a whole," taunted the Red Skull. "He's not going to to save the day and once that's been proven, this entire country will collapse. No one will have the will to stand up to me."

"You'd be surprise with what the people of this country will stand up to," said Fury.

"The fools in this country cannot stand up to its own government, they won't be able to stand up to me," said the Red Skull as he held his gun, but lowered it, sparing Fury, he would be forced to watch the nation's capital destroyed. "Twenty minutes, Fury, no more. Washington will be annihilated."

The Red Skull stepped away, leaving a monstrous guard in his place as he watched Fury, grunting mindlessly. Fury was not going to be able to move regardless. The security around the cell was rather tight.

XXXXX-XXXXX

Wolverine propelled himself on the back of one of his monstrous foes, as he continued to plunge his claws right into the neck of the creature and cracked pieces of vertebrae dropped to the ground.

"Just stay down," growled Wolverine, as Spider-Man and his enemy battled. The creature threw punches but Spider-Man just dodged them time and time again, as he grew more frantic.

"We don't have time for this!" shouted Spider-Man, as he he somersaulted right over his creature. The creature turned around and Spider-Man cracked his enemy in the face, before he shot three lines of webbing at him, which the creature grabbed instinctively.

Spider-Man pulled himself up and grabbed the creature by the hair and flipped over, landing right on his feet and he flipped the creature right into a fence. A line of webbing wrapped around a switch and it electrified the fence, frying the creature, but the fence completely shorted out.

"He must be diverting most of the power to that black hole for his little demonstration," muttered Spider-Man to himself, as Wolverine sliced his claws right through the creature, finally slicing it to bits.

"Yeah, nice to know that, but the problem is, these guys aren't going to need much power," grunted Wolverine, as another creature grabbed him from behind. "Just how many of these things does the Red Skull have."

"No, no, no, we don't have time for anymore, its running out!" shouted Spider-Man as two more moved forward. He dodged the attacks and swung a punch but it is blocked, as Wolverine stabbed his adversary in the arms. The creature gave an inhumane moan as he was elbowed in the jaw by Spider-Man.

"Go!" shouted Wolverine as he jumped forward, managing to take out the two creatures that Spider-Man was fighting, with controlled fury as he began to hack away at them with reckless abandon.

"Right, don't have to ask me twice!" said Spider-Man anxiously, as he rolled underneath, as the sound of battles raged behind him. Spider-Man held his breath, but another one stepped in his way and charged Spider-Man but he rolled out of the way to avoid the crazed, monstrous attacks. "Okay, got to deal with you too I guess!"

The creature dove right towards Spider-Man. The only advantage Spider-Man had was that the creature had limited intelligence. Of course, it was offset by the fact that it was brutish and nearly impossible to put down. Spider-Man dodged the attacks and aimed a kick, but the creature caught his leg and gave Spider-Man a swing. The web slinger was thrown to the ground and out of desperation, he picked up a rock, and propelled it at the creature, but it punched right through it and gave a grunt. Spider-Man managed to get himself up, by shining some light reflected off of his belt buckle at the creature.

The creature staggered back and Spider-Man punched right at it with all the strength it could muster, but another one grabbed Spider-Man from behind and began to squeeze the life out of him. Spider-Man felt the air escaping his lungs, as the other creature picked up a large chunk of gravel, ripping it from the ground and raised it above its head, with the attempt to cave his foe's skull right him.

"Not, done yet," gasped Spider-Man as he pulled an arm free and shot a large glop of webbing right into the creature's eyes. It staggered, but the second creature had Spider-Man within his grasp once again and hands wrapped around his throat, as Spider-Man's knees began to buckle underneath him, as he tried to power out, but the grip was tightened.

" _Can't, I've failed them,you've bungled it again, Parker," thought Spider-Man in a daze as he struggled to breath, the air fading from his body. "No, got to focus, the entire world's on the line..."_

Spider-Man found himself unable to think as the creature continued to attempt to choke him out as the other creature ripped the webbing from around his eyes and was quite furious. He grabbed Spider-Man but suddenly dropped to his knees, as a blunt force just cracked him right across the back of the head. The eyes rolled into the back of the creature's head.

Spider-Man rolled over, coughing, and trying to clear the cobwebs, as he heard the sounds of battle occur above him. Whoever, had saved him, had to have been getting thrashed but then he saw the creature slam onto the ground with a sickening crash, completely unmoving, as if it had been beaten by something far stronger than him.

"To your feet, young man, your country, the world's, counting on you," said a booming, voice, that Spider-Man knew rather well. He could hardly believe his eyes and perhaps he might have been hit in the head one too many times today. Perhaps the temporary lack of oxygen was getting to him. But he came to the realization that what he was seeing was very true.

Captain America had returned.


	57. A World on Edge Part Six

**Chapter Sixty Seven: A World on the Edge Part Six:**

"I don't believe it," said Spider-Man in astonishment as he looked up at Captain America, as the hero stood before him in the flesh.

"Yes, I'm having trouble believing it as well, I never thought I'd be dragged back into this again," said Captain America, and the truth was it was almost like he had never stepped down. "A very enlightening man told me he thought I was a hero and I decided that it would be for the best to live up to that reputation but I'm going to need all the help than I can get to take down the Red Skull once and for all and that's where you come in...Spider-Man isn't it?"

"Yes, but my help?" asked Spider-Man in confusion as he was not quite sure if he understood Captain America correctly. "I mean, of all people, I appreciate it but really, I haven't been doing all that good today. I mean, every time I try to do good, I keep screwing up."

"You'll come through when it counts," said Captain America wisely. "You might be rough around the edges, but you have more fight in you than most people would. They would have folded, given it up but you kept pulling yourself back up, to fight. You've got to believe in yourself in the darkest days and when the light of the end of the tunnel comes through, everyone else will follow."

"The Red Skull, he's never been stopped for good, not even by you," said Spider-Man slowly. "How can we..."

"Don't worry about the how right now Spider-Man, time is running out, we're just going to do it," said Captain America, as he took a deep breath. The time for talking was long over, now it was time for action, quick and decisive. They barely had time to blink and the world was on the brink.

XXXXX-XXXXX

The Red Skull sat, with a twisted grin on his face. He looked at his device, if he listened hard enough, he could still hear the faint screams of that trapped fool Dillon and it was music to his ears. The Skull turned around as he saw Mr. Sinister return to the room. He greeted Sinister with a crisp nod, just enough to acknowledge his presence.

"Essex, just in time, in less than ten minutes, if the world leaders don't comply, the first of many cities will vanish into oblivion," said the Red Skull.

"All the people, the disturbed chaos, the agony of trying to save themselves, but there is no way to," said Sinister with a smirk, but he stood ready. The moment that the Red Skull would let his guard down, it would be his time and the device would be under his control. Those who were not fit to survive the next evolution would perish. Sabertooth stood at the ready, but Sinister gave him a look that indicated the time was not right, at least not yet.

Loud footsteps echoed from outside, which signified the arrival nearby. He pushed open the door to see what was approaching.

"This way," ordered Sinister as watched with amused curioisty, as one of his diabolical creations dragged in a limp, battered, bruised, and bloodied figure. Had it not been for his remarkable healing factor, he would have been long dead several times over.

"Well, well, look what we got here," said Sabertooth with a twisted grin as he looked over his old hated enemy. "A runty mongrel. I think we should drown it, Mr. Sinister."

"In due time, Sabertooth," said Sinister with a nightmare inducing smirk as he turned his attention to Wolverine. "Remarkable, Wolverine, you seem to have survived a battle with my latest creation but they seem to have drawn blood on you and those cuts haven't quite healed. Better clean those up a bit, don't want to have them get infected, now do we?"

Sinister pulled out a cotton swab and a test tube, swabbing the cuts on Wolverine's face, that were tinged with a yellowish-purple color. Wolverine gave a grunt, but the creature held him in place.

"Throw him in with Fury, they can enjoy the destruction of the Capital together," said Sinister, as the creature gave a brutish nod, before he dragged Wolverine off and Sabertooth looked a bit put off. "Don't worry, my friend, you're have the pleasure of disposing of Wolverine permanently once I've gotten what I come for. And that will be..."

"In a moment, Essex, if that mongrel got inside, someone else was in here," said Red Skull, as he punched up security camera footage outside of the gate, to reveal an image of a certain web slinger. He looked over it for a mere second, a dismissive shake of the head. "Just a mere child in a Halloween costume. Means nothing."

"Spider-Man is more capable than you believe," cautioned Sinister. "He is an indirect product of my work, pure accident, but his accident did serve a purpose and will allow me to stumble upon the greatest genetic breakthrough ever."

Red Skull stood and pondered. He knew that if this foolish child had powers as a resort of a project cooked up by Sinister, it could give him a mild headache.

"Take care of this Spider-Man," ordered the Red Skull to Sabertooth and Sabertooth nodded stiffly, not daring to say a word directly to the Skull, as he moved out. "A minor threat, but I won't have any further distractions."

XXXXX-XXXXX

Captain America and Spider-Man made their way down to a set of doors and Captain America forced them open. There was a corridor, one going to the right and one going to the left.

"Great, now what?" asked Spider-Man as he doubted there was little time to figure out which one went there.

"Take the right, I'll take the left, one of them has to lead somewhere tangible," said Captain America as before he paused. "And if you reach the Red Skull, remember, you can still fight, as long as you believe in yourself. The battle is not lost as long as that happens."

" _Any other person in the world and that statement would be lame," thought Spider-Man as he parted from Captain American. "Yet, from him, its appropriate. Okay, Spidey, run and keep your wits about you, what little you do have left after today."_

Spider-Man carefully scaled the walls but his spider sense went into overdrive, as a huge figure jumped right at him and knocked him to the ground. He found himself face to face with Sabertooth as Spider-Man was thrown right to the ground. Sabertooth raised a foot in the air and attempted to stomp on the web slinger, but Spider-Man rolled out of the way and went for a punch, but Sabertooth avoided it and pounced right at Spider-Man. The hero crashed to the ground with a thud.

"Alright, you little pest, I'm going to exterminate you!" growled Sabertooth, as he jumped up but Spider-Man avoided the attack but collapsed to his knees, the cumulative effort of battle taking its toil.

" _I don't have anything left," thought Spider-Man as he collapsed to the ground a second time after he got to his feet for a brief second and just managed to duck. "No, Spidey, think what Cap said. You're not useless, you got to believe in yourself. Think of Gwen, when she wakes up, she deserves to wake up in a world that is free from the Red Skull. Think of the billions of people around the world, most of them that will die if he wins!"_

Sabertooth grabbed Spider-Man and threw him up against the wall and tried to choke him but Spider-Man grabbed both hands and twisted them with his spider strength.

CRACK!

CRACK!

Sabertooth gave a howl in pain, as he felt several bones shattering at once. Even with a healing factor, the pain was not pleasant and the bone break was not clean.

"You little brat, I'll get you for that!" grunted Sabertooth wincing at the broken bones but Spider-Man waylaid Sabertooth right in the face, causing him to smash right against the wall. The mutant pulled to his feet, only to get nailed right in the teeth as hard as Spider-Man could manage.

"I've just about had it with everyone today!" shouted Spider-Man angrily as he blasted Sabertooth with punch after punch in the face. "I'm not having a good day and you just caught me at the worst time you overgrown hairball!"

Sabertooth dropped to the floor and Spider-Man launched himself, kicking Sabertooth right in the face, before he grabbed the mutant and with strength, he launched Sabertooth right into the some pipes in the ceiling and with several blasts of webbing, Sabertooth was suspended right from the ceiling. He tried to get free, but Spider-Man just looked at him with utter contempt beneath his mask.

"Try and break it, go ahead I dare you," said Spider-Man dangerously, as Sabertooth attempted to struggle free, cursing up a blue storm and growling, as Spider-Man continued his journey through the hall, as the mutant continued his agonized struggle to free himself without taking a nasty spill.

XXXXX-XXXXX

Captain America walked down the hallway, straight up and proud, confident and ready to fight as if sixty years had not passed. Yet, there were doubts in his mind, like there would be in the mind of every other man in his shoes. His time was long ago and a lot could change in sixty years. He felt like he had not lost a step during the battle with those twisted creatures that had the misfortune of serving the Red Skull, but the man himself was another matter entirely. He had not won the last time, as history had believed. He had not lost either, but he merely survived. He feared that one day, the greatest evil the world has ever seen would return.

Plus guilt that he sent a young hero, that was not even a man yet, into battle where he sat back for hours on end. Had he interjected sooner, when Fury had met him the first time, the Red Skull would not have unleashed his deadly doomsday device on that farm town, killing the community of hundreds there.

Still, what was done was down and now it was time to made things right. He was not only fighting for the country that he served with a passion in the past but also the fate of countless of innocent lives, men, women, and children, around the world.

Captain America edged down the hall, quickening his steps. He would fight the Red Skull and he would win. There was no choice.

If he did not win, there would be no hope. And a dangerous man would have the world at his command, to do as he wish. Which could be a lot.

XXXXX-XXXXX

"The Coordinates, now Dr. Ohnn," ordered the Red Skull coldly. "In two minutes, we will lock onto Washington DC and this entire nation will be without leadership."

Ohnn sat, hands shaking, he did not want to do this. All those people but the Red Skull had blackmailed him, threatening to kill his family, should be refuse to comply and he would be forced to watch, as they slowly died. He wished he could somehow set the machine to self destruct, blowing up the lab. He might die, but he would save everyone. Yet, there appeared to be no self destruct function built into the machine by the Red Skull.

"Coordinates, completed," said Ohnn with a deep sigh.

"Very good, its now time to teach them a lesson," said the Red Skull, as he stepped forward but a figure flung himself into the room and knocked the Skull right to the ground. The Red Skull rolled to his feet and he saw who attacked him. "You."

"Yes me, Skull, it's time to put an end to this," said Captain America as the Red Skull pulled a gun from underneath his coat and fired two shots at Captain America, but he ducked and threw his shield right at the Skull's hand, knocking the gun right out of his hand and he began to go forward.

"I see time has not changed you," said the Red Skull, as he locked knuckles with Captain America as they engaged in a battle of strength and determination. "Too bad everything else has changed, made you weak, irrelevant, a relic of the past. Face if, Captain America, you're useless."

Captain America grabbed the Red Skull and flung him right to the ground. The Red Skull bounced up and went for an attempt, but Captain America ducked it and tried to force the Red Skull to his knees with his strength, before giving him a swift punch right to the face. The Red Skull aimed a punch but his enemy blocked it and Captain America threw the Red Skull to the ground. The Red Skull bounced up and he dodged an attack. The two men circled each other.

"Time to put an end to your evil," said Captain America in a confident voice.

"Sixty years in isolation, and you still have sappy dialogue," said the Red Skull with disdain, as he tried to cheap shot Captain America with a knee below the belt but it was blocked and Captain America threw the Red Skull around the room like a cheap piece of tissue paper. The Skull was strong, but he appeared to be outmatched. He found himself knocked around more and more by Captain America.

Yet he refused to cave in and concede defeat. So the battle between the two long time enemies continued.

Casually during the battle, Mr. Sinister appeared from the shadows, before he picked up a case that the Red Skull had brought into the room. This would have to contain his payment. He work return to pick up the pieces later and perhaps salvage what was left of the device, but he had what he wanted.

More than he wanted as he slipped the vial in his pocket.

XXXXX-XXXXX

Wolverine began to hack away at the bars of the cell that he and Fury were trapped inside but Fury just sat, calmly, as if he had accepted his fate.

"You can give up, the Red Skull's not going to make things that easily," said Fury, as he looked up at the monitor that had been installed, waiting for the moment that he would see Washington DC disappear.

"I'll break through somehow," said Wolverine, but he was still not at a hundred percent after the severe beating that he suffered. His claws clanged against the metal but the next time, a jolt of electricity had blasted him backwards. "Shouldn't that psychopath have pulled the trigger by now? Its been more than an hour. Unless the world leaders actually caved in."

"No, they won't," said Fury, but he wondered what was happening, as he saw the brutish guard. He had no way to radio for help from the outside world, the Red Skull had made sure of that and the next time he would see that foul twisted individual, it would be his execution. He had weathered many storms and kept this country secure and safe, but there was bound to be a time where the law of averages were going to catch up with him. Fury sat in the cell, frown upon his face, as he prepared to brace himself for the end.

Moments past. There was nothing that happened. The brutish guard looked around, confused, as a sound echoed from outside. It walked outside to the door, before it looked around and looked down the stairs.

Spider-Man dropped down and connected with the back of the head of the creature, before he kicked it right down the steps. The creature was sent spiraling down the steps and landed at the bottom with a thud. Spider-Man swung down and grabbed the keys from the belt of the key, before he swung up, to face Fury and Wolverine.

"About time you showed up," grumbled Wolverine loudly, as he sat in the cell, a focused look on his face but Fury just looked at Spider-Man, who just stood, arms crossed, and contempt obvious towards Fury even beneath his mask.

"Just let us out, we need to stop the Red Skull," said Fury but Spider-Man just stood there silent for a short moment, before he managed to bite his tongue enough to not rip into Fury.

"So, you admit that you need my help, Fury," said Spider-Man in a crisp voice and Fury just balled his fists and he began to get to his feet.

"Don't screw with me now, you've done enough," said Fury and Spider-Man stood right in front of them, as he mentally exercised his options.

"You have some nerve Fury, but I'm going to let you out, because I don't have any time," said Spider-Man, as he pulled the keys, before he jammed it right in the key lock and opened it up. Fury stepped outside and Spider-Man stared him down. "We need to find Captain America, in case he needs help."

"Captain America?" asked Fury in confusion. "He's here."

"Very good Fury, I managed to talk some sense into him," said Spider-Man. "Not bad for some punk kid who got bitten by the right type of bug, wouldn't you say?"

Fury just looked away. He had a sense that Spider-Man found out everything and there would need to be some severe damage control.

Providing they all survived this.

A loud growl and the door busted open. The guard had managed to recover from his trip down the stairs and to say the creature was not happy.

"Got this one," grunted Wolverine as he rushed forward, with a renewed sense of fight and he began to engage the creature in battle. Several sounds of battle echoed from behind them and Spider-Man just turned, barely paying Fury any mind and not even acknowledging his presence.

" _He's not my focus, worry about him and his lies later," thought Spider-Man. "The Red Skull and that Doomsday Device is...hopefully Captain America's shut it down."_

XXXXX-XXXXX

The Red Skull bounced off the wall, as Captain America forced him down. Captain America looked for something to restrain the Red Skull but he was not going to be completely at ease until he was rendered unconscious. A fact that was easier said than done and the Red Skull struggled, grabbing a pipe but he dropped it with a loud clang. Captain America fired a pair of rapid fire punches right into the ribs of the Red Skull, that rattled him and dropped to his knees, before he threw the villain to the floor. The Skull landed with a crash, right next to several wires, as Captain America stood over the Red Skull.

"Had enough yet?" asked Captain America.

"Not quite," said the Red Skull, as he ripped out one of the wires, before he sent a blast of sparks right in the face of Captain America. The hero was staggered backwards and the Red Skull aimed a punch right to the ribs, before he grabbed the cable and jabbed it right into the ribs of Captain America, causing a severe electrical jolt that brought his adversary to his knees. The Red Skull wrapped the wire around the throat of Captain America.

Captain America tried to fight out, but the Red Skull managed to grab a second cable and tie his hands together viciously, bending the cable up, and ripped it, so sparks blasted right into the face of Captain America.

"You made the biggest mistake of your life, trying to oppose me one more time," said the Red Skull, as he began to drive a blunt metal object right into the back of Captain America's neck again and again. The hero struggled, before the Red Skull just simply tried to choke him. "On your knees, just as you should be. Cowered by my superiority. But I don't want you to pass out. Not just that. I want you to see it vanish. The capital of the United States, that symbolizes all of the lies you foolishly fight against!"

A loud clang signified The Red Skull nailing Captain America right in the back with a solid steel pipe. Captain America dropped to his hands and knees and the Red Skull kicked him like a soccer ball and rolled over, before he grabbed Captain America and rubbed his face into the concrete like he was a mongrel dog.

"Press the button Professor Ohnn!" ordered the Red Skull, as he held a gun to the temple of the downed Captain America. "I want that to be the last thing he sees before I blow his head off of his body."

Ohnn sat, finger over the button but the Red Skull just looked at him. A mere look was more than any threat could do and he prepared to press the button.

A blink of an eye, he found his arms webbed together and he was pulled out of his chair and Nick Fury quickly dove right into the room and went right for the Red Skull.

One gunshot caught Fury right in the shoulder, but Fury managed to knock the gun out of the Red Skull's hand, as the Red Skull staggered a bit from the impact. Fury rolled over, blood oozing from his arm, a pained grimace as the Red Skull went for the gun again, but Spider-Man knocked the Red Skull away, before he kicked the gun right out of reach on the other end of the Red Skull as he prepared to go face to face with pure evil.

" _Guess, I'm the last one left," thought Spider-Man as he saw Fury down on the floor and Captain America also rather worse for ware. Spider-Man rushed forward and aimed a punch right at the Red Skull._

The Red Skull caught Spider-Man's arm with expert accuracy and twisted it around, before he slammed Spider-Man right to the ground. The web slinger did not have time to register that, before the Red Skull brought his feet down full force right onto the chest of Spider-Man. The next move, as simple as drawing a breath, was Red Skull forcing Spider-Man over and drilling a knee into the side of the head, before he removed a web shooter. The Red Skull put it on and shot a line of webbing, before he pulled the pipe over, and rolled Spider-Man over, before he tucked the pipe underneath the chin of Spider-Man.

"You won't live to regret the mistake you made," said the Red Skull viciously, as he reached forward and pulled Spider-Man's mask off with disdain and threw the mask right to the side casually, as he looked at the bruised and sullen face of his enemy, before he just sneered right in the face of his enemy. It appeared to be no one important. "A disappointment."

Peter fell unconscious and the Red Skull picked up the pipe, and drew it back as far as he could. Fury rolled over, but two guards grabbed Fury and held him, as blood dripped from his arms.

His pipe was suddenly magnetized and The Red Skull was staggered, as Magneto stepped forward into the room, as he drew his full power. The guards moved forward, but Magneto directed the pipe casually.

CLANG!

CLANG!

The pipe bounced right off of the skulls of the two guards and rendered them completely unconscious.

"I told you I would find a way inside, discreetly," said Magneto, as Peter groggily managed to shake the cobwebs off, not realizing what would happen. Captain America and Fury, both battered made their way up and the final creature dropped to the ground, as Wolverine stepped inside.

"It's over," said Captain America, as the Red Skull stepped back. Five against one and none of the scientists looked too eager to help the man who had kidnapped and blackmailed them.

"It is," agreed the Red Skull coldly, as he gracefully flipped backwards over the control panel, before he began to enter in coordinates in rapid fire selections and then smashed his fist right on the button.

He had created multiple black holes.

Once the transporter had completely fired up, it would send them to different parts of the planet, simultaneously.

The instability would cause the entire planet to be destroyed, rendered unfit for habitation.


	58. A World on Edge Part Seven

**Chapter Fifty Eight: A World on the Edge Part Seven:**

"In the end, even if I've lost, none of you have won!" yelled the Red Skull in a crazed manner, as he stood.

"I could hardly believe that even you would be capable of something like this," said Magneto as he took a step back.

"Are you mad?" grumbled Fury and the Red Skull just looked absolutely sadistic, as the machine began to start up.

"No one will be able to top what I have done, ever," said the Red Skull, but Peter, pulling his mask back on as Spider-Man had looked forward at a message at the computer screen.

" _Still transporting, of course, it would take longer to transport dozens of black holes than just one, and at different parts of the planet, they would have to be transported all at once," said Spider-Man. "I've got to stop it!"_

Spider-Man sprung right at the Red Skull with a kick but the Red Skull ducked it, but the web slinger was not aiming for the Red Skull. He landed right behind the machine and one line of webbing was shot, to grasp the key of the machine and Spider-Man gave a tug, before the rusty key was ripped out of the machine and he caught it before the Red Skull could react, and crushed into a twisted mess with great spider strength.

Several black dots raised in the air, over the machine and began to absorb power.

"Don't you know what you've just done?" demanded Fury as he looked at Spider-Man, who looked confused but the Red Skull seemed perfectly happy to elaborate.

"You stopped me from transporting them, Spider-Man, bravo," said the Red Skull as he clapped slowly and sarcastically. "However, you failed to realize one thing. A creation of a black hole cannot be stopped once its started. You only managed to damage the transporter."

" _Of course, you can't do anything right, Parker, you idiot!" thought Spider-Man, as the Red Skull jumped from the window. Despite it being several stories up._

"Take care of this, I'm going for him!" yelled Captain America, who refused to let the Red Skull get away. Not this day. Despite suffering a severe beating, there was just enough fight left in him to finish this. He would not finish him off.

The dots began to rumble and Spider-Man just looked on, before he shook his head, as the dots grew in size, until they began to draw objects into them as they continued to grow.

"The magnetic instability is getting stronger!" shouted Magneto, as he concentrated hard. "I can only keep it at bay for a few moments at most and even then, it is uncertain. This entire complex will be destroyed and without the transporter, there's no way to recall the holes."

"I refuse to give up now," said Spider-Man shortly.

"That's what got us into this mess in the first place!" yelled Fury, as the holes got rather bigger and the scientists managed to get away, but Professor Ohnn was ripped from his chair. Spider-Man tried to grab him with a line of webbing but the webbing just missed him, as Ohnn was sucked right through several different black holes simultaneously. He was ripped apart as he entered oblivion with a blood curdling shriek!

"We best leave while we still have the smallest chance," suggested Magneto.

"No, I'm trying to figure out what we need to do to stop these things," said Spider-Man and Fury looked exasperated.

"Don't you get it!" shouted Fury angrily as he held on for dear life.. "There's nothing we can do! NOTHING!"

"Not with that attitude," muttered Spider-Man shortly. "The machine is the one that is creating the black holes. Destroy the machine, and the black holes will just seal themselves, after all, they don't seem to be real black holes per say, otherwise the transporter would have collapsed itself the first time, they would have sucked up the machine, just some kind of pseudo-version of them, portals of some sort to nowhere."

"Draw the machine into the magnetic instability," said Magneto calmly, as if this was the the most simple thing in the world.

"That's impossible!" yelled Spider-Man, as he grabbed onto something. He would be entering nowhere within seconds, as even his ability to stick to surfaces would not be able to fight this forever.

"The machine is made of metal," said Magneto calmly. "I will have to enter the instability to bring it inside."

Without another word, Magneto stepped back and locked right onto the machine. With all of the power he could muster, he dragged the machine and started to carefully warp his power around the black hole and the machine, as he summoned every bit of power that he could have.

"Mutant kind will hopefully benefit from the sacrifice that I will make," said Magneto weakly, as he allowed himself to get drawn right into the instability, dragging the machine right with him.

There was a loud humming sound, and the spider sense blasted into complete overdrive, signifying to the web slinger that it was time to leave.

"GET OUT!" shouted Spider-Man, as he grabbed Fury, and swung from the window, with Wolverine following, before the black hole just collapsed right from within itself, as the entire laboratory just began to crumble right into dust, with nothing but a crater. Spider-Man, Fury, and Wolverine landed right on the ground. "Everyone okay."

"I've had worse," said Wolverine with a grimace and Fury just grumbled, gritting his teeth.

XXXXX-XXXXX

The Red Skull made his way to a getaway helicopter but Captain America grabbed him from behind by the ankles and pulled him to the ground. A huge punch rattled the Red Skull. The Red Skull tried to grab a knife but Captain America blocked it and punched the Red Skull right in the face. Both men fought, with neither gaining the advantage, despite the Skull trying every underhanded and slimy tactic in the book.

"We're both going to die," said the Red Skull simply. "But, I'll be a gentleman and let you go first."

The Red Skull kicked dust in the eyes of Captain America, temporarily blinding him and the Red Skull collapsed in the helicopter, but out of a bag, he pulled a gun. Captain America went for the Red Skull, but a gunshot had caught Captain America. A shot that would kill any normal man but thanks to the super solider formula, Captain America had managed to survive the bullet.

The Red Skull stepped forward, as he heard a sound in the background.

"It appears that my machine has been destroyed, a pity," said the Red Skull. Had he had time to worry about petty details, he would wonder how those fools managed to find a way to do that, without sucking themselves into oblivion. "Its a pity for you, as I'm going to have to kill you to make amends for that grievous oversight."

The Red Skull grabbed Captain America and wrapped a hand around his throat. The hero tried to struggle.

"A bit soft in your old age, I'm afraid, outdated, too bad I don't have that problem," said Red Skull as he continued to throttle Captain America. "I could shoot you one more time but I prefer to throttle the life out of you. So I can look right in your eyes as you die, to see the life slip out of you and any hope that you would have defeated me!"

"NOT...GOING...TO...HAPPEN!" yelled Spider-Man as he jumped down and kicked the Red Skull right off of Captain America. "You still have to deal with me!"

"If you insist on dying," said the Red Skull as Spider-Man aimed a punch but the Red Skull blocked it, before his fist aimed right into the chest of Spider-Man and grabbed his head. Spider-Man propelled the Red Skull right off of him, as he aimed several punches right to the Red Skull who blocked them. "You fight with a determination that is quite foolish. Why do you insist in prolonging the inevitable?"

"You killed them, my parents!" yelled Spider-Man as he aimed a punch but the Red Skull blocked them.

"That means nothing to me," said the Red Skull in a bored tone, and this just caused Spider-Man to violently stomp the foot of the Red Skull, which caused the villain to grimace and Spider-Man continued to drill punch, after punch right at the Red Skull!

Until another punch was blocked and the Red Skull hoisted Spider-Man up off the ground and launched him to the side like a piece of garbage. The Red Skull punted Spider-Man right in the side several times and he stepped over, before he grabbed Spider-Man and continued to throttle the life out of him. He hoisted Spider-Man but Spider-Man shot two globs of webbing in his face. Skull threw Spider-Man to the ground and yanked the webbing from his face, but he was nailed right with a violent kick.

The Red Skull staggered and Spider-Man punched the Red Skull several times. The Red Skull staggered over the fence and reached for a gun, but could not find it. He staggered up a set of stone steps, as he pulled one off the ground and threw them right at Spider-Man but Spider-Man dodged the toss. He deflected another toss as the Red Skull was up several feet off the ground.

"End of the line," said Spider-Man with a satisfied voice, but the Red Skull looked at the pit below him on the other side, with several jagged rocks and an uneven surface a couple hundred feet below. The Red Skull turned and casually jumped off.

Multiple web lines shot at rapid rate, and wrapped around the legs and the arms of the Red Skull, to prevent him from getting too far.

The Red Skull let out a pained scream as his legs and arms were snapped in several places when he was caught in free fall. Bones shattered and Spider-Man carefully, but roughly pulled the Red Skull up. The Red Skull found himself webbed together tightly.

"That won't dissolve for at least six hours," said Spider-Man, as the Red Skull struggled but he gave a pained grimace. "If you try to break it, I think the only thing you're going to break is more bones."

" _Yeah that webbing, it costs a bit more to make, to make it that long lasting, but it came in handy today," thought Spider-Man, as the Red Skull gave him an absolutely hateful glare, but he was caught tight. "Good thing looks can't kill."_

Spider-Man hoisted up the webbed up form of the Red Skull and he swung down, where several SHIELD agents waited, with Fury, who had his arm wrapped up and he looked at the Red Skull.

"Well, looks like you finally got caught," said Fury, with a satisfied smirk. "Radioed some people who jumped at the chance to help take you in."

The Red Skull refused to speak and made a bid for his freedom, but he was secured too well. Fury looked up, carefully overseeing Captain America loaded onto a stretcher, as the Red Skull was heavily sedated to prevent him from causing any problems. Spider-Man stood with Fury, there was some uncomfortable silence, with both individuals not speaking at the moment. The silence could be cut with a knife and Fury looked at the chasm, before he saw a faint glow.

"Something's down there," muttered Fury, as he waved a couple of SHIELD agents over to check it out. If there were any nasty surprises still there, they would have to be dealt with.

"Commander, its Dillon!" yelled a voice in surprise. "Or at least it was Dillon."

A small group gathered around, to see and they saw a body, but it was weak, malnourished and while it gave off a faint glow and a sign of drool out of the mouth, there were no other signs to signify that it had ever been alive. It looked to be about eighty pounds at the very most, with lifeless, colorless skin, that hung off its bones, and the eyes were open, but there were no signs and life. The only way anyone could have identified the stunted, malnourished body as Max Dillon, was that there were a few tattered remains of the Electro costume on him,

"Return him to Ravencroft, they can figure out what to do with him," said Fury in a forced calm voice, as he turned around, and saw Spider-Man swing off. It was just as well, as he had to think carefully to figure what he was going to do about the Spider-Man situation and how he was going to take care of him.

XXXXX-XXXXX

"That's right, Spider-Man he helped Captain America take down the Red Skull, you should have been there!" said an excited young man who had the fortune of hiking near the Red Skull's complex when the entire situation had occurred. "I got it all on tape, I can't believe it...yeah I'm going to make millions on it, I better send it to the news station, the world needs to see this."

By the next couple of hours, the entire would would see footage of the battle of the day outside. The footage was not of the best quality, but everyone could make out what had occurred. Still that added to the intrigue and there would be stories told of this battle for years to come for sure.

XXXXX-XXXXX

" _The longest day in my life finally ended, the Red Skull taken down, thanks in part to me, and the world is saved," thought Spider-Man in a dazed manner as he swung back into the city, tired but rather pleased. "Now time to explain to Aunt May where I was all this time and why my face looks like raw hamburger. There has to be a perfectly logical explanation, that is also not going to lead to me exposing my secret identity."_

Spider-Man dropped down. The city was in shambles from where Electro had really torn into it, but hopefully everyone would be able to get back to some semblance of a normal life.

Or at least what passed for normal in New York.

" _Never a dull moment," thought Spider-Man, as he stepped forward, but there were several people who stepped outside and looked at him._

"Spider-Man," whispered someone. "Look, its Spider-Man!"

There was a slow applause and several yells that announced that Spider-Man had returned to the city.

" _Okay this is new," thought Spider-Man in a dazed confusion as more people stepped out to get a look at him._

"Thank you Spidey!" shouted several voices.

"You showed him Spidey!" yelled another voice.

"We owe you our lives!" shouted another voice, as Spider-Man had swung across the city, news having spread of his defeat of the Red Skull. After it all, he could not help but have a small smile appear from beneath his mask.

" _People getting a closer look at me, its going to be much harder to get home undetected at this rate," thought Spider-Man. "Minute I get close to the ground, they're going to mob me, I just know it. Well its better than them throwing rocks at me or whatever. Well at least this day's over and Red Skull's been taken down. Hopefully they can keep him from causing any more trouble."_

XXXXX-XXXXX

Deep within the SHIELD facility, the Red Skull began to get up out of his groggy state, to find himself shackled several times over and restrained. Once the sedative wore off, he felt racked with pain, due to the multiple broken bones that he suffered in the final moments.

Once he got out, he would find out who this Spider-Man was, track him down, kidnap all of his friends and family, and torture that hero by killing them slowly and painfully right in front of him one by one. He had the face to go by, he just needed a name to attach to the face and when that was done, vengeance would be the Red Skull's. He gave a grimace, bones would heal, but his desire to accomplish his goals remained.

"Well, you're awake, good," said Fury, arm in a sling, as he looked right at the Red Skull. "You're here and not getting out anytime soon, not that you could walk out if I unlocked you and left the door open. You don't have a Doomsday Weapon and your facility has been destroyed. This time, you lost."

"Lost, just merely a setback," said the Red Skull coldly. "I will return better than ever and everyone who played a part in disrupting my plans...they will suffer beyond anything than you can imagine in your worst nightmares."

Fury just gave him a twisted smile.

"The leaders of the world have agreed on one thing for once, the crimes you committed mandate that you will be put down like the mongrel dog you are," said Fury. "Normally there is a wait for this thing, but in your case, we're going to make an exception to jump you to the front of the line. Don't thank me, it's no less than you deserve. The gas chamber will be ready momentarily."

The Red Skull sat in his cell, not giving Fury the dignity of even responding, for a mere second. The Skull leaned back, as Fury stared him down, not bothering to disguise his contempt.

"I would give you a last meal, but I don't waste food," said Fury gruffly, as a group of about twelve heavily armed SHIELD operatives stepped in and carefully began to remove Red Skull from his cell, to bring him to serve his punishment for several decades of heinous crimes.

XXXXX-XXXXX

Spider-Man dropped down right on the side street, a block away from his house. As he quickly slipped to the side, he began to change back into Peter Parker. He pulled off his mask and looked at it on the reflection of the side window of a nearby car.

" _Well, I won't win any beauty pageants with this face for a while," thought Peter with a wince as he looked at his bruised and battered face. "Thankfully my eye didn't completely swell shut like I thought it would. I have enough to worry about."_

It had hit Peter that right now it is extremely early on Tuesday morning the sun was just coming up. He had been gone much longer than he thought and not had any sleep at all, so he was quite worn down. He was only glad that it was during the holiday weekend, so there was no school on Monday.

"Well, look who decided to turn up," said a voice, which caused Peter to hastily stuff his Spider-Man mask out of site. He turned to see Mary Jane standing right on the front porch, looking at him rather curiously. "You better get inside, you're aunt's really freaking out, you've been gone all night."

"I've noticed," said Peter. "I was with Gwen, I got dinged up pretty good myself."

"Well your aunt didn't mention that," said Mary Jane as she looked at Peter.

"Well I didn't really want to mention it," said Peter with a shrug. "I didn't want Aunt May to worry."

"Well, you kind of need to work on that plan a bit better," said Mary Jane. "If I didn't want someone to worry, I wouldn't stay out for days on end. Just a little friendly advice."

"I'll keep that in mind," deadpanned Peter. "Anyway, better go, before Aunt May worries herself sick. Bye, Mary Jane, talk to you later I guess."

Peter barely heard her response, as he quickly opened the door and he say Aunt May sitting in the living room.

"PETER, OH THANK HEAVENS!" cried Aunt May as she got up. "I was so worried...I mean with that Electro and the Red Skull and all of that insanity and mutants firing into the city, I thought something really bad had happened."

"Relax, Aunt May, I'm fine," said Peter weakly, as his aunt hugged him. "Although I won't be if you don't let me breathe."

"Right sorry Peter," said Aunt May. "I'm just happy that you didn't get yourself hurt...with what happened to Ben..."

Aunt May trailed off and she had really no need to finish that sentence.

"Aunt May, I just got banged up a little bit when Electro attacked Gwen, it's really nothing, I was hiding where it was safe," said Peter in a strained voice, as his aunt just frowned at him.

" _Yeah behind my mask, as Spider-Man, perfectly safe, well in theory," thought Peter._

Aunt May just sat, shaking her head.

"There's no need to worry, I was fine," said Peter but she was far from pacified with this statement.

"It's my job to worry, young man," said May sternly with a frown. "Enough about that. Breakfast I think, you look completely famished."

XXXXX-XXXXX

A loud explosion echoed from above Antarctica and a small warp in time and space opened, as a figure fell out, before it sealed itself shut. A battered figure, cut up badly, began to cough blood on the snow.

"Alive," managed the figure weakly, as he pulled himself up. Even it its pained state, the face of Magneto could not be mistaken. He reached down tentatively, to pick up his helmet, that was slightly warped from his trip through time and space. With a wave of his hand, he readjusted it with the power of magnetism.

The trip through the void, ripping himself forcefully from the magnetic spectrum of the Earth had drained him severely but the machine, detached from its power source forcefully had blown up. The stored power had created one final imbalance, an exit portal, to allow him to return, with the return to the magnetic spectrum super charging his power and returning the Master of Magnetism to Earth. Had he been a human, he would have been killed instantly, but his mutant powers had allowed him to survive. Although he wished that it had been to a more habitable area than the middle of Antarctica. Pulling himself to a standing position, Magneto looked from right to left, but he saw a cave, with a light visible from outside.

"Intriguing," muttered Magneto weakly, as he wiped the blood from his mouth off of his chin. He stepped forward, towards the cave to investigate the light. It seemed impossible but there was life of some sort.

He stepped forward and disappeared into the depths of the cave.

XXXXX-XXXXX

Sinister held the briefcase that he liberated from Red Skull. He just smirked at the news that Red Skull would be executed at any moment. Even someone like Mr. Sinister would not shed any tears for the death of the Red Skull. He managed to open the briefcase and looked at the contents it held within.

Or rather lack of contents.

"Well, I should have expected this," said Sinister calmly, as he held the empty briefcase and threw it to the ground as he turned his attention to Miles Warren, who hunched over a glass case as Sinister removed the blood sample that he liberated from Wolverine from his pocket. I'll have to deal with a consolation prize."

Sinister put the sample next to the hundreds of other samples that he had acquired over the decades.

"Doctor Essex, it is ready," said Warren with pride. "Months of work and I believe I have completed it."

"I'll be the judge of that, Warren," said Sinister as he stepped forward, and looked at the contents of the glass case, obscured slightly in shadows, by everyone but Sinister and Warren. "Well, a good start, but we'll see in a moment if you've actually accomplished this on your first try."

"I have the utmost confidence that it will work!" yelled Warren, as he unscrewed the knob, to open the glass and the figure sat up. It opened its eyes, dazed, and seconds after open air hit it, it began to degenerate right before their eyes, before it crumbled to a large pile of dust. "I don't understand, it should have worked!"

"As a scientist, you should know that there are not should have's." said Sinister. "Harvest the remains and study them. Then start a new one, and then again and again, until you get a perfect copy that is not going to crumble to dust five seconds after it is exposed into open air. I believe it will be another several months of late nights and just enough sleep to function in your work."

Sinister stepped back and Warren closed his fists in anger. He had been slaving over this project for months, while Sinister had offered little to no help. Now he had to start from scratch and he doubted that he would be done any time soon.

XXXXX-XXXXX

In the depths of Ravencroft, the malnourished body of Max Dillon laid on an operated table, in his normal secured cell, as Doctor Hamilton and two other doctors stood over him.

"It appears that in his own pursuit of power, Maxwell overcompensated and thus put himself in this horrific state that we see before us," said Hamilton as he looked at the form, who only gave the most shallow signs of breathing as a feeding tube was inserted into Dillon by one of the doctors and a guard from outside of the cell, had rolled in a table with a car battery.

"Is there hope?" asked a second doctor as there was barely even faint signs of life and did not appear to be any in the foreseeable future.

"Perhaps but young Maxwell will get the best treatment that he can afford, until his deceased mother's bank account runs out of its last cent at least," said Hamilton, as he signed the paper to authorize the treatment as Dillon was hooked up to the battery. As the chief administrator at Ravencroft, he was authorized power of attorney to the bank accounts under the name of all his patients, to pay for their treatments. It was less of a strain on the taxpayers of New York. "Perhaps in time he will be rehabilitated but right now, he will need to recover first. Let us leave him to his treatment."

The doctors and guards stepped back, as Dillon laid on the table. A few signs of life and a guard turned around, almost expecting to see further signs, a spark or an electrical surge, but he found nothing, other than the shallow breathing and the slight drool.

The guard turned around and walked from the hallway. It was quiet and still not one sign of recovery any time soon from the once proud and dangerous Electro, who had terrorized many barely a day ago. Yet he was essentially reduced to a vegetable and even more harmless than a newborn baby.

XXXXX-XXXXX

Wolverine stepped into the X-Mansion, to see the assembled group, that sat around.

"So you got out," said Wolverine casually.

"Yeah, Professor Xavier managed to convince them that Electro was the one who did the damage, not us," said Marvel Girl. "It might have gotten us out, but I doubt we're completely off the hook."

"There was a mob right outside of the jail," added Iceman. "They were yelling, throwing things at us, it was insane."

"It's just begun," added Cyclops stiffly. "They're not going to let up."

"But surely they have to understand," said Rogue. "Ah mean, those idiots ought to figure out that super powered nutcase was the one that..."

"No Rogue, people will believe what they want to believe and it's sometimes easy to believe the most simple thing in the world," said Marvel Girl and Rogue just looked frustrated. "Things will have to work out in the end."

"No, they won't." said Wolverine gruffly as he stepped into the next room, where Professor Xavier watched the morning news on the television.

"Good to see that you've gotten back in one place, Logan," said Xavier without even looking up, but his focus was still on the news.

"After the harsh and brutal attack by the mutant terrorist group known as the X-Men, many people fear to even step outside their front doors," said the newscaster. "While the authorities have cleared the X-Men of all charges, many remain unconvinced that these mutants are innocent and there is an outcry to put controls on these mutants. Senator Robert Kelly was the most outspoken of these critics and word is that he will spearhead a bill in a special session at the end of the week that will require mutants to register with the government and be tracked closely. Kelly states that this is a matter of national security and our freedoms are being threatened by the mutant menace."

"I'd like to have a word with this Senator Kelly," growled Wolverine.

"Robert Kelly has a lot of support Logan, you would only complicate matters if you confront him," said Xavier. "I have made arrangements to attend this session. I hope that they'll be made to see logic in the situation, how this is just limiting freedom, instead of protecting them."

"Good luck, Chuck, you're going to need it," said Wolverine. "There's something else you should know."

"And that is, Logan?" asked Xavier curiously.

"Sinister was with Red Skull and he escaped, but he took some blood" said Wolverine. "My blood."

"Well this is a grave bit of news," said Xavier as he closed his eyes, to think what someone like Nathaniel Essex would do with Wolverine's blood. None of the possibilities seemed to be all nice and pleasant, as Xavier rolled off into the next room, to ponder the implications of what he had just heard.

XXXXX-XXXXX

Breakfast at the Parker household was a rather subdued affair. Aunt May seemed to look at Peter's injuries a bit suspiciously a time or two, but if she had suspected that there was more to them than what Peter was telling, she was not pressing the matter, which Peter was rather grateful for. He had a long enough night without being grilled by his aunt.

The whirling of helicopters outside had caused Peter to bring his head up and he knew the sound and so did Aunt May.

"Oh for Heaven's sake, not this again!" cried Aunt May as she looked at Peter who just shrugged.

" _Fury surely isn't going to lock me up after I helped bring down Red Skull?" thought Peter. "Would he?"_

Fury entered the household, flanked by some SHIELD agents.

"Good morning, Mrs. Parker, I had hoped after what happened last time, we wouldn't have to swing by here," said Fury.

"You mean when you accused my nephew of doing something on flimsy evidence when he was innocent," said Aunt May in a stern voice, as she stood, one hand on a frying pan that was still on the stove.

"Yes, well that bit of unpleasantness has cleared up but I need to speak with your nephew on another matter," said Fury as he looked at Peter. "We both know what it is. Outside now."

Peter pulled himself up, as he looked around. He briefly entertained the notion of gouging Fury's other eye out.

" _No, Peter, get a hold of yourself, you don't want to risk a fire fight with Aunt May here, don't want her to get hurt," thought Peter._

Aunt May took a step forward, but the SHIELD agents formed a wall around her, as Fury lead Peter outside, with the door shut behind them.

"No army of agents to take me down, Fury?" asked Peter coolly, as he looked around.

"None that you can see, Parker," said Fury briskly, as he stared down Peter, without blinking, not even once. "Now, that we're one on one, I want a quick word about what happened..."

"Well you want a word with me Fury?" challenged Peter. "Well, you can have all of the words that you want, because I have plenty to get off my chest. You know, after all the crap you gave me, I still proved that I could come through. If I didn't pull that key out, we wouldn't be out having this conversation. If I didn't take out the Red Skull, he would still be out there, to kill countless more. And If I didn't convince Captain America that he could still be a hero, he wouldn't stop Red Skull at the right time. And if he didn't stop the Red Skull at the right time, then where Washington is, there would be a giant gaping crater and this entire nation would be overrun with riots and anarchy! So, Fury, after all of that, after all of what I did, to keep you from dying, to help beat the Red Skull, you're just going to throw me around like some common criminal!"

"Now listen here..." started Fury but Peter was not done.

"No for once, you're going to be the one who's going to listen, whether you like it or not," said Peter a bit sharply and so loud that the entire neighborhood could hear him, before he lowered his voice so only the two of them could hear what Peter was saying. "I went against your orders to never be Spider-Man ever again. I put on the mask and the outfit when I didn't. I accessed private information on a computer, information that you covered up about my parents mind you. I disobeyed your little ultimatum to never become Spider-Man or else but guess what Fury, I would do it again and again, because as I've learned with great power, there must also come great responsibility! So what do you have to say to that?"

"Thanks, for helping save the world, Parker," said Fury gruffly.

"Yeah, I thought so...wait what?" asked Peter in confusion.

"Parker, it's hard to admit when I'm mistaken, but twice I've been mistaken with you and this time, I'm glad I was and I'm glad you went against the order I gave you, this time," said Fury as he lit up a cigarette and took a drag. "You're green as grass and fall on your face a lot because of stupid mistakes, but you've got potential. Just don't let it get to your head."

"Believe me Fury, I won't," said Peter as he stared down Fury without blinking.

"Your parents, I believe that you may be right, perhaps I should have been up front about them," said Fury. "Of course, one could argue that you should be upfront about the fact that you're Spider-Man to your aunt."

Peter just folded his arms and did not response.

"They were not the best agents, but I've had far worse and they were dedicated to the mission," said Fury. "They put their lives on the line to help protect us from monsters like the Red Skull. In a way, you finished the work they started."

Peter stood, not saying a word, not blinking.

"Parker, you saved my life, so if you ever need help getting out a tight spot and you will, if you need some strings pulled, I won't turn you away," said Fury as he looked at Peter, before giving him a nod and what appeared to be a flicker of a smile. "Just don't do anything too stupid and you've won half of the battle."

Peter just turned as Fury motioned for his SHIELD agents to exit as he turned

"Your nephew never got a formal apology so I figured it would be best to deliver it to him," said Fury with a nod. "Hopefully we won't be calling on this place again."

"I should hope not," said Aunt May with a frown, as she looked at Fury with a cold look, as Peter sat on the chair and Aunt May turned away from Fury, without missing a beat. "Your breakfast is getting cold dear, you best finish that soon."

"Of course Aunt May, I wouldn't want that to happen," said Peter, who looked a bit more cheerful now. He had a feeling that no matter what he ate, it would be better than the crow that Fury had to ate.

XXXXX-XXXXX

Steve Rogers sat on the edge of a bed at the infirmary in SHIELD headquarters, as he heard the footsteps right towards him and step towards.

"Commander," acknowledged Rogers. "What brings you to visit me? Making sure I'm not going to disappear for another sixty years?"

"No, nothing like that Rogers, you took a nasty shot from that maniac, I just figured I'd look at the best agent that this country has ever had, to make sure he's doing right," said Fury before he looked at Rogers. "Don't you think that there are times were SHIELD might even be a bit over their heads?"

"I think the last few days with the Red Skull and his device answered that," said Rogers.

"The country needs a super powered team to deal with some of the more dangerous threats," continued Fury. "SHIELD is willing to fund the entire operation."

"So a good of heroes to avenge the wrongs done against innocents," inquired Rogers.

"Something along those lines," stated Fury. "And I can't think of a better man to lead that group than the one who is sitting before me."

"I'll give it a thought," said Rogers but it did have some potential and there was a need.

XXXXX-XXXXX

Gwen gave a yawn, as she returned to the world of the awake. Her mind was a bit rattled and it took a few moments to remember what happened. She had a bit of a headache, but it all came back to her what had happened as of late.

" _Could be worse," thought Gwen wearily as she sat up and looked at the mirror at the table to the side of her bed and winced as she saw her face, the souvenir from Electro attacking her and Peter. "That's going to leave a mark._ "

"Miss Stacy, good you're awake," said a nurse wearily as she walked inside of the room. "You should be okay in a few weeks, your broken ankle should heal up by then and the cast will be off. You were very lucky not to suffer severe injuries, the burns on your hands will heal. The cut on your face...well I'm sorry, but it might scar a little bit. You should really be more careful."

Gwen just nodded, not trusting herself to say anything.

" _Careful, yeah, I'll be sure to ask the homicidal maniacs really nicely not to try and kill me next time," thought Gwen._

"You missed all of the excitement, with Spider-Man," said the nurse and Gwen's eyes perked up but she tried not to betray that she was worried about Spider-Man or rather the man under the mask to be more accurate. "He stopped the Red Skull from taking over the world. He's a real hero."

"That he is," said Gwen barely able to suppress a smile of pride. That was her boyfriend, her Peter, who saved the world from Red Skull.

"I'll leave to rest Miss Stacy, you've had a dreadful ordeal...wait a minute, a Mr. Peter Parker is here to see you," said the nurse. "If you're feeling up to it."

"Yes, of course I'm feeling up to it!" yelled Gwen firmly.

"Right, I'll send him in," said the nurse. "Don't take too long visiting."

Peter walked in with candy and flowers, as Gwen studied his face, it was obvious that he did pay a price for heroism.

"Hey, Gwen, feeling better?" asked Peter.

"I am now," said Gwen, as Peter pushed over a chair to sit next to Gwen. "Oooh chocolate, thank you Peter, this hospital food...well it's not as bad as some of the cafeteria food, I swear some of that stuff might have been sentient, but still...thank you."

"It's the least I can do after I got you nearly killed," said Peter. "I'm..."

"No, don't you dare apologize for this," said Gwen eyes narrowed. "If I didn't get hurt, then you wouldn't have put that mask on, would you?"

"Well, no, I guess not but still I don't want to see you get hurt," said Peter with a frown.

"Well, I'm not too fond of it either, but things happen," said Gwen, as she slowly chewed on the chocolate that Peter brought her thoughtfully. "So, saved the world from Red Skull."

"Yeah, but it was painful," said Peter wincing in thought and the fact that his face was banged up. "How do I look?"

"Like the world's most dangerous raccoon," answered Gwen dryly. "Peter, I knew you could do it."

"Yeah, glad to say that makes one of us," said Peter. "Spider-Man's a real hero."

"Peter Parker's my hero," said Gwen as she looked at Peter and leaned forward and gave him a kiss.

"You can be amazing sometimes, Gwen," said Peter.

"Yeah, and you're spectacular, Pete," said Gwen as she looked around, as she saw the nurse walk down the hallway.

"I thought I lost you," whispered Peter. "For a moment...I...freaked out..."

"You're not going to get rid of me that easily, Parker," said Gwen with a teasing smile. "And for the record, I told you it wasn't going to last and I was right."

The two teens laughed at that and continued to hang out, until Peter was evicted from the room so Gwen could get her rest.

XXXXX-XXXXX

Norman Osborn sat in the office, as he watched the news footage of the mutant attack on the city over and over again.

"So much power," muttered Norman as he watched the clip yet. "This can't be allowed."

Norman Osborn remembered what happened now. And he was none too pleased what happened. The entire mutant race would need to be brought down below his level where it belonged.

"Mr. Osborn, Senator Kelly will arrive in an hour for your lunch meeting," said Donald Menken over the intercom.

"Thank you Menkin, believe me, I have much to discuss with the noble Senator," said Norman, as he continued to stare at the images of the X-Men before him, with a fixation only reserved for one other person previously and plans pieced together in his mind.


	59. On These Vulture Wings Part One

**Chapter Fifty Nine: On These Vulture Wings Part One:**

One month ago, New York City, along with the rest of the world was in grave peril thanks to the infamous Red Skull. The crazed would be world conquerer had threatened to make cities disappear at will, thanks to his insidious doomsday weapon.

There was one man who the Red Skull would have never thought could defeat him. The one person that pretty much everyone wrote off as a threat to the Red Skull, thinking of him to be some teenager who got power by a fluke occurance. The right place at the the right time with the right bug bite apparently. Yet this young man, this young hero, proved himself to be much more than someone who was a victim of circumstance. It was due to his tremendous will to fight and never say die attitude that he was able to triumph against the forces of evil and ensure that the Red Skull's never duplicated brand of evil would ever harm the innocent populace ever again.

Yet when one evil is vanisquished, another appears to give our beloved web slinger a challenge. On this day, while it might not be obvious at first, Spider-Man would begin on the path to one of his toughest tests yet. One that will test our friendly neighborhood web slinger both physically and emotionally. That, true believers, is where our tale begins on this day.

XXXXX-XXXXX

Spider-Man swung across the city, landing down outside of the building, eyes narrowing in concentration, as he looked to see a partially opened door. Just a crack, just enough to slip in without anyone really noticing from a distance, but when Spider-Man swung down, the disturbance was triggered by his spider sense. The web head slipped the door open, where a guard had been rendered unconcious by a rag covered in chroloform.

"Look at that, the stuff was here, just like the boss said."

"I don't know nothing about computers, but that's going to fetch a big score on the street."

"Just be quiet, load it, we'll get in and get out, before the cops can pull their pants up."

Spider-Man slipped in, to see three goons, teenagers by the looks of things with dyed hair, baggy pants, and ratty t-shirts, along with multiple body piercings.

"Yeah good plan, you just forgot one important variable," said Spider-Man as the three goons turned around. "Your friendly neighborhood Spider-Man."

"Take care of him!" shouted the apparent leader as the biggest member of the gang rushed forward, but Spider-Man casually blocked his attack, and then jumped up, before he kicked the gang member off right into to the ground. A second member of the gang rushed forward, swinging a chain, but Spider-Man shot out a line of webbing, grabbing the chain, before he leapt up and flicked his wrist, causing the chain to wrap around and the man to web in place.

The fattest gang member managed to haul his ponderous bulk up a couple of stairs, before he launched himself right at Spider-Man. Spider-Man managed to catch him, before muscling his heavy bulk up with ease and throwing him at the wall with flawless ease. The gang member was down on his back where his hands and feet were webbed together.

"You're dead meat, Spider-Man!" threated the gang leader as he swung a broken table leg with a nail sticking out of it, but Spider-Man dodged the attacks, almost bored as the guy just swung and promptly blew himself up from overexertion.

"Newsflash, I just went toe to toe with the Red Skull and lived to tell the tale, so I'm not about to lose to some guy who looks like he lost to a fight against nail gun and can't even pull up his pants all of the way," stated Spider-Man, as he blocked the attack, and disarmed the gang leader, before he reached forward and grabbed the nose ring, before giving it a mighty tug.

The gang leader screamed in pain, as the nose ring was ripped out, and blood dripped from his nose, as Spider-Man hit him right in the already bloody nose, before, he swung a line of webbing and latched him to the ceiling, putting him upside down.

"Alright, you've got information, who's behind this?" asked Spider-Man, as he looked at the gang member, hung upside down.

"I did it of course," said the gang leader, with a smug expression.

"I don't care how good of a job you do at it, don't play dumb with me," said Spider-Man in a testy voice. "I heard you talk about a boss. Who is it?"

"Forget it, I've got rights, I'm not talking to anyone without an attorney so you can shove it web head," said the gang leader. "You can just swing on home but you're not getting anything out of me."

"You know you've got far too many piercings, I think I should remove a few of them, maybe starting with this one on your lip, I'll just rip them out like I did with your little nose ring," said Spider-Man casually as he reached forward but the gang leader flinched.

"Alright, alright, we're doing a job for someone called the Master Planner," said the gang leader.

"Master Planner?" asked Spider-Man as he shook his head. This was the third time that he heard that name this week and it was becoming a trend.

"Yeah word on the street is that he might some kind of master plan," said the gang leader cockily but Spider-Man just looked at him in thinly veiled disgust.

"I'll make the wise cracks around here," stated Spider-Man in a dry voice. "Who is this Master Planner?"

"Don't know," said the gang leader, as Spider-Man looked at him. "He calls other people, who get in touch with us."

"So you've worked for him before," stated Spider-Man, and his fingers flicked nearby one of the piercings near the gang leader, causing the leader to talk rather fast.

"A couple of times, not like I have much of a future, people already wrote me off, parents, family, friends, teachers, everyone, the Master Planner offered me a place in his orgaziation when he runs this city," said the gang leader.

"Everyone offers you the world, but you won't get anything in the end," said Spider-Man as he stepped back, before he turned around.

_"These guys aren't much older that I am, maybe a bit younger, but they're throwing their lives away, for what?" thought Spider-Man shaking his head. "For money, glory...who knows, if I hadn't been raised right by Uncle Ben and Aunt May, I might be out there. Spider-Man might really be a criminal, talked in the same breath of the Red Skull, Doctor Doom, the Kingpin, the Green Goblin, all of these people. If you get a bad upbringing...man that can mess you up badly."_

At that moment, Captain Stacy lead a group of police inside the building, seeing the three gang members webbed up.

"Well, looks like we can go home early tonight," said Captain Stacy evenly. "Good work again, Spider-Man."

"Yeah good going, Spidey!" cheered another cop, which got him several dirty looks from his fellow officers for his lack of professionalism.

"Carter," said Captain Stacy in an admonishing manner, and the cop had the good dececy to look sheepish at his outburst.

"These guys were working for someone called the Master Planner," muttered Spider-Man out of the side of his mouth and Captain Stacy's eyebrows just went up. "Name ringing a bit of a bell, Captain."

"It's come up in investigations, some new crime boss, who's tempting juvenline deliquents to commit crimes, but I think there's some deeper motive in mind," said Captain Stacy. "He's out for control of the city...of course all of this is off the record, Spider-Man."

"Oh, of course, Captain Stacy," said Spider-Man.

"He's the first major crime boss to make a play to challenge the Kingpin of Crime," said Captain Stacy, shaking his head. A second crime boss where they had no idea who he might be, one was more than bad enough. "Manfredi's going to get out for good behavior as well."

"Manfredi, as in Silvio Manfredi, the legendary mob boss of New York from the 50s until the Kingpin took over ten years ago," said Spider-Man.

"Nice to see you're taking an interest in the history of the mob in this city," said Captain Stacy with an approving nod.

"Kind of got to with my line of work," said Spider-Man. "Manfredi's got to be really old by now."

"Mind's still sharp as a tack, by the psychological evaluations given to him, even though his health isn't what it used to be," said Captain Stacy. "Ninety six years old, but has a mind that's more alert than most teenagers these days."

"Nice," said Spider-Man, who wondered what trouble Manfredi would cause when he was parolled. The man appeared to be running his organization from behind bars, given the run in that he had previously with those mobsters lead by his chief lietunant, Hammerhead.

"I've got to bring these three in and I'm sure you have places that you've rather be," said Captain Stacy as he turned to give his officers a few last minute orders.

_"Yes, I do," thought Spider-Man. "Got to meet Gwen for a date in fifteen minutes, thankfully I wrapped up this goon squad early."_

"I would also be careful out there, if I was you, Spider-Man," added Captain Stacy and Spider-Man wondered what the police captain meant, but he swung out the door, before a group of assembled press was, snapping pictures of Spider-Man.

"Hey, Spidey, quick picture right there."

"A word please Spider-Man, a quick interview, won't take that long, fifteen minutes."

"Do you think you'll fight any criminal as tough as the Red Skull ever again?"

"Sorry folks, but your friendly neighborhood Spider-Man has no time for photos," said Spider-Man, as he swung around, as people tried to get his retreating back.

_"Wow the press can't get enough me after I helped take care of the Red Skull," thought Spider-Man. "Even the Bugle, they've not praised me but Jameson hasn't printed anything trashing me since it happened, he's gone neutral. Of course, I've got to deal with these vultures, trying to get a piece of me, but I should be able to lose them. And I've got pictures of the battle, so Jameson will be thrilled, exclusive Spidey content. Sales will go through the roof and...who knows when the people will turn on me again. I've got to milk this when I can."_

Spider-Man swung around, before he lost them and he went to change, to resume his life as Peter Parker.

_"Yeah these goons are light work, but it's been a while since I've really tangled with a big time criminal," thought Peter. "Not that I'm complaining, anyway, I'll actually make my date with time to spare."_

XXXXX-XXXXX

"Alright settle down!" barked a prison guard, at a group of inmates. "You're getting out and about for a little bit, but don't think that you're be back on those cells as soon as you blink. The weight room is to the right, the television is to the left. You better not regret this."

"Man, someone got up on the wrong side of the bed," muttered one of the inmates.

"Heard it was his wife ,with a younger guy," said another inmate in a low voice, as Adrian Toomes, better known as the Vulture, brushed back them. "Hey watch where you're going, old man."

"Out of my way," grumbled Toomes, not caring that these men were half his age, and liable to break him in half. "Fifty years of hard work on my life's work down the drain thanks to Osborn and I'm going to be in here like a common street thug who knocked off a bank. If it wasn't for Spider-Man, I would have gotten what should be mine."

"Yeah, the web head's got some nerve, trying to take us honest guys trying to make a living in," said Herman Schultz, better known as Shocker, as he sat down on the couch next to Toomes. "I say we team up and crack Spider-Man's head. The two of us, the web head won't stand a chance."

"I refuse to lower myself to team with someone who uses high tech technology to rob banks," said Toomes, eyes glinting angry. "Youth is wasted on the young. They have no imagination."

"Ah, I shouldn't waste my time teaming up with an old man like you, you'd break a hip getting out of the shower," said Schultz. "Just wait, I'm going to get Spider-Man next time. He'll know that Shocker beat him."

"Shocker?" asked the enforcer known as Montana. "I tell you what, you have about as much chance against Spider-Man, than Ravencroft security has keeping any of those nuts in there."

"Oh, I'd like to see you do better," challenged Schultz.

"Oh, I reckon I could school you," said Montana. "But one day, I'll be out of here and I've got better things to do, then to deal with some two bit hood, that's only known because the Kingpin gave him some high tech toy."

"You two better pipe down, I'm trying to listen to this," grumbled Toomes.

"What is it?" asked Schultz. "A special extended episode of Matlock?"

Toomes just ignored Schultz, as he turned right to the screen where the image of Norman Osborn could be seen.

"A press release right out out of Oscorp revealed that the technology technology is about to reveal its newest, most cutting edge technology," said the newscaster in an excited voice. "Oscorp CEO Norman Osborn has been working with top scientists to develop perhaps the most sophisticated piece of defensive technology in the world today."

"Our borders are left open, vunerable, allowing anyone to slip into the country, with the potential to do us harm, whether they be human or otherwise," said Norman as he had a stoic look on his face. "Oscorp's patented tech flight technology will allow this groundbreaking technology to be completed."

"Oscorp's patented tech flight technology?" demanded Toomes, as he felt his blood pressure rising. "Don't you mean my patented tech flight technology, Osborn?"

"The project will be revealed to the general public tommorrow afternoon at Norman Osborn's recently created Oscorp Airspace," said the newscaster. "Industrial analysts suspected that the project will add millions to the Oscorp bottom line, something that the company would need after several money losing quarters when Norman Osborn was away on an extended sabbatical."

"Those should be my millions!" shouted Toomes angrily, as he hurled the remote at the television. It missed and hit the wall, but Toomes was still enraged.

"Hey, watch it..." stated another inmate but Toomes managed to strangle him with all of the strength that his old body managed. Two guards walked in and grabbed Toomes, while a third guard moved away.

"Alright gramps, shows over, time to get back to your cell for a little time out," said a guard, as Toomes kicked and clawed his way. "Don't want you having a stroke, the taxes are high enough as it is."

"I'll show you, I'll show you all, Osborn, I'll get him if its the last thing I do!" howled Toomes as he was lead back to his cell, crazed and swearing to cause all manners of bodily harm to one Norman Osborn.

XXXXX-XXXXX

"You actually pulled his nose ring out?" asked Gwen in a hushed voice.

"Hey what did you want me to do?" asked Peter with a shrug. "It was the most convenient handle. He was asking for it, about two hundred piercings in his face and if I didn't pull one, that would make me an idiot."

"No, I suppose that would," said Gwen, fighting a smile at the thought. "I suppose that's more exciting than what I was doing away. Finishing up my college application and sending it it."

"Oh, I have to get around to that," said Peter, almost slapping himself. "I don't want to miss getting into ESU."

"Pete, seriously, with your grades, you should be able to get into any school that you want," said Gwen. "If you weren't, that it would prove that their was something wrong with the entire college administration process."

"Things are about to get a lot more complicated from now on with college coming up, senior year in High School," said Peter. "Harry said its a total blow off year, but I'm not so sure."

"Every year for Harry is a total blow off year," said Gwen shaking her head as the two teenagers looked amused. "Have you heard from him lately?"

"Yeah sent me an e-mail, seems to be enjoying his holiday," said Peter.

"Same here," said Gwen. "Back in a week, he said, didn't he?"

"Yeah," said Peter. "So how are you?"

"The cast on my foot is off on Thursday and the scar...well still there, but it faded a little bit," said Gwen, she leaned back. "It'll be nice to walk without crutches. Did you hear anything about Dillon?"

"Still catatonic at Ravencroft, on a feeding tube and a car battery," said Peter.

"Seriously?" asked Gwen.

"Yeah," said Peter with a nod.

"Can't say I feel too bad about the guy, I mean...well you know," said Gwen, as she pointed to the jagged, slighty fainted, but still noticable scar on the side of her head.

"It doesn't look too bad Gwen, your beauty offsets it," said Peter and Gwen just smiled, with a slight blush.

"Thanks Peter," said Gwen quietly, as she leaned forward and kissed him on the lips, before they moved over to pay for their meal.

"Its still early, we should go catch a movie or something," said Peter.

"Sounds good Peter, and maybe we can head back to my house after," said Gwen, as she grabbed her crutches. "Dad's working late on this Master Planner case, he's normally not home until after midnight."

"Are you sure you should be doing anything in your condition?" asked Peter with a raised eyebrow.

"Only if you play your cards right," said Gwen, with a slight smirk, as the two teenagers laughed, as they left the restraraunt.

XXXXX-XXXXX

Any moment that he was not thinking of ways to increase his grasp of power and influence through his company, was a moment Norman Osborn felt was wasted. The plan that had been putting in action for the past five weeks would be one that would put the city, then the entire state of New York, then the entire country, and one day, the world would be in his grasp.

"Norman Osborn, savior of humanity," muttered Norman under his breath as he stood in the elevator, impatiently waiting for it to arrive at his destination. He quite liked how it rolled off of his tongue. It was something that just felt so right.

The bane of Norman Osborn's existence was small corporations that threatened to destabalize his company's standing in the world. Fools with hopes and dreams, that had an idea, that cut into potential profits. In the end, Osborn crushed all of these small corporations, like the worthless, insects that they were. Oscorp was built on hostile takeovers just as much as the blood, sweat, tears, and dedication of Norman Osborn.

Those people who owned those corporations would often go to work for Norman Osborn. They were forced to put their dreams on hold, to work on Oscorp projects, for a meager salary, but it was more than Norman Osborn felt that these bottom feeders were worth. He felt that he was doing them a grand favor. Plus, it would be a worth punishment in many ways. To have those fools who once challenged him come to work every day, to follow his orders and call him "sir".

Anyone who challenged Norman Osborn's power, would be crushed and brought down beneath his feet. Whether they be man or mutant.

Norman scowled at the thought of those unnatural abominations. He had nothing against mutants in general. He did not think of them as anything less than human, who had been fortunate enough to fall into extrodinary powers that they would not ever fully comprehend. He did not see them as having a sinful existence and sent by the Devil, like some crazed anti-mutant fanatics that he heard in the media as of late. He did not feel that they posed a danger to the children, not that Norman cared about those foul abominations either. He did not spare a thought about them most days but the fact that they had power that could be considered greater than his, ate away at him. That was not acceptable.

Anyone who got the better of Norman Osborn once, even if was by underhanded means and no fault of his own, would not be allowed to do so again. They would be dealt with, permenately.

Only one exception existed to this rule but Norman had plans of a different kind for this individual. He would control the fate of this individual, much like he controlled the lives of the owners of the small corporations that once tried to carve into his company's profits.

Norman exited the elevator, to greet a dark haired man, with a stoic expression on his face.

"Mr. Trask," said Norman with a nod towards Trask. "Welcome to Oscorp."

"It is a pleasure, Mr. Osborn, sir," said Trask with a nod of his own.

"Menken, this is Bolivar Trask," said Norman to Donald Menken, who had just walked by. "He will be overseeing the project that we discussed earlier."

"Mr. Trask," said Menken with a nod. "Mr. Osborn, I have the documents that you requested and also have a concern."

"This way, Menken," said Norman, wondering what Menken could have a concern about. Donald Menken was loyal to an obsessive fault, working for Oscorp from the beginning, putting in more work that anyone who was not named Norman Osborn. "The documentation if you please."

"As you wish, sir," said Menken. "There are people in accounting who have relayed concerns about the other project, especially with the aircraft. We're not going to get enough from the miltary contract to offset our expenses this quarter and if we begin this project, we're going to be set back even more, to lose more money that your son ever did."

"Menken, if our accountants have a problem with how business is done here, then we're find replacements, they fail to see a picture beyond debits and credits," said Norman crisply. "My son nearly put this corporation in the ground when I was on my sabbatical but, I feel that Oscorp will be stronger than ever. In fact, there will be even more capital then ever, straight from the capital itself."

"I don't understand, sir," said Menken.

"Mutants, Menken, a menace that is going to send the nation into ruin, if you believe everything you hear in the news," said Norman coolly. "Washington has been at it for the last month, certain Senators like Kelly are trying to put together a bill to deal with the menace. Unfortunately, those fools don't have anyway to contain these creatures. By the time I'm done, mutants will learn where their place is.."

"But surely the plane will be enough," said Menken.

"The plane will serve its purpose," said Norman. "I have a full day. If anyone has any concerns, make it known that there are hundreds of people who would like their jobs and at a fraction of what I'm paying them."

"Of course, Mr. Osborn," said Menken as he turned to depart, leaving Norman to move on. There was much to do before he accomplished his goal, but if there was one thing Norman Osborn learned, was patience.

It was a virtue that was needed to build his business but Oscorp was merely the foundation of what was to come.

XXXXX-XXXXX

Toomes rolled back the mattress of his prison cell. The sun had barely risen but he needed to move quickly. A mechnical device was pulled from underneath the ragged mattress in his cell. He had made it in the prison workshop, the foolish guards could not expect what it was, thinking it was just a piece of metal that served no purpose.

Its purpose would allow him to escape when the time was right. He had to speed up the time table because Norman Osborn was using his technology to line Osborn's pockets with more ill gotten funds. Toomes fastened the device to the lock of the cell and pulled the pin, as he stepped back.

A loud explosion echoed right from the cell, which swung open and Toomes moved from the cell. Down the hallway, he spotted a guard, who's eyes widened.

"Stop, Toomes!" shouted the guard, as he pulled out a billy club and moved down the hallway, but Toomes slipped with surprising agility and grace for a man of his advanced age, before he ducked behind a corner and managed to trip up the guard, before removing his gun and pointing it right at his head.

"Do as I say and I won't blow your brains out," said Toomes coldly.

"Don't, please, I'll do anything you want, just don't kill me!" shouted the guard in a panicked voice.

"Stop squirming you fool," said Toomes as he shifted. "Evidence locker right now. I need my wings. I'm ready to fly."

"I don't know why, that doesn't even work anymore," said the guard.

"DON'T QUESTION ME!" yelled Toomes. "You couldn't access it, because the technology is beyond your grasp. But I can access all its functions, because I developed it and that fool Osborn stole my idea, then got me sent to prison when I tried to fight him on it."

"Alright, to your right to that corridor, up the stairs, fourth door down on the left," said the guard," said the guard in a pained voice, as Toomes still held him as a shield, before they moved forward.

"Keys," grunted Toomes, as he grabbed the key and inserted it in the lock, causing the door to click open and he moved through the evidence locker. Two more guards moved in, but Toomes picked up one of Shocker's gauntlets, before he pointed it in the air, and sent a blast into the air, to cause the ceiling to cave in and another shot to the floor. There were two screams in horror, as the guards were crushed.

"You killed them," whispered the guard, horrified.

"They got in my way, I'll kill you if you try anything," said Toomes in a dangerous voice, before he threw the guard to the side into a wall and handcuffed him to a pipe in the wall, before he grabed his Vulture costume and quickly slid it on right over his prison garb. "Access code, 22-21-12-20-21-05."

"Hover capabilities, weapon system, and armor unlocked," stated the computer in a monotone and a smile appeared on the face of the now costumed Vulture, as he unhandcffed his hostage and took him out in the sky, before he blasted a hole in the wall and then hoisted the guard up, who struggled.

"Okay, let me go, let me go, you've got out!' shouted the guard.

"As you wiish," said the Vulture as he let go of the guard, hundreds of feet in the air. The guard screamed but there was not much he could do.

The Vulture barely paid any mind to the loud crunch at his former hostage landing right on the ground, as he continued his flight. He had to strike when the moment was right.

XXXXX-XXXXX

"Good, Parker, well not good, but good for you, glad to see that you haven't lost your touch, as adequate as it might be," said Jameson as he looked over the pictures the morning after the battle. "All of those papers, got pictures of the web head swinging away, but we've got him in battle. A couple of random hoodlums, no costume freaks in a while."

"It's been pretty quiet," agreed Peter.

"It's never quiet in New York and there's always going to be crime, so that web slinger's going to be on the job, wish he'd lose the mask, don't trust anyone who refuses to show his real face, but as long as Spider-Man's beloved by the public, I've got to think about business, the Bugle is the top paper in town, and I've got to keep it that way," said Jameson without taking a breath, as he looked over. "Parker, today I want you at that unveiling of that new defense weapon that Oscorp's putting out. Leeds is already covering the story but I want pictures. Some customed nutcase is bound to take a crack at that thing and Spider-Man won't lose the chance to show up in public. Well, since the web head's beloved we're just going to profit off of it."

"Mr. Jameson's, that's going to be heavily guarded, Norman Osborn isn't going to let something like that go," argued Peter.

"Parker, you're naive, those nutcases don't care how secure anything is, they're going to take a crack at it anyway," growled Jameson. "The press conference is at two, make sure to be there before, its going to be a madhouse, every paper in the east is going to send someone there, but we've got to stay on the ball."

"Right, Mr. Jameson, I won't let you down," said Peter.

"You better not, Parker," said Jameson. "Now get out of my office and do whatever you teenagers do in your free time. I've got work to do."

Peter stepped away and moved outside.

_"I think that Jonah was overreacting, no one's going to get near there, Norman Osborn doesn't like to fail at anything and he won't lose this weapon, whatever it is," thought Peter. "Oh well, better call Aunt May, tell her that I have to get pictures of the press confrence._

XXXXX-XXXXX

The assembled group of press from pretty much every major newspaper from New York to Florida, along with several elsewhere had gathered, towards a podium, where two armed guards stood on either side, as Norman Osborn walked up to the podium. Several more guards were pointed at gates, but Peter noticed that security seemed to be far lighter.

 _"Of course, with someone like Norman, the real security is what you don't see," thought Peter_.

"Members of the press, I welcome you to this grand unveiling of the newest weapon against enemies of the state, to keep our borders safe from intruders," said Norman. "No longer will you have to have sleepless nights, worrying about those entering our country illegally, stealing food from off your table, money from out of your pocket, threatening our freedoms, In fact, you might say we're going to be giving those who threaten our country, something to really fear."

There was a pause, almost as if Norman was milking anticipating and there was a brief look towards the sky, before he continued his speech.

"Presenting, to you, the Oscorp 245-NQ Vulture," said Norman as they pulled a top off of it, revealing a black plane, with two large red lights, a pointed front, small door on the bottom, and wings with razor sharp tips, almost like claws.

_"Gee, this couldn't get the wrong people riled up, could it Norman?" thought Peter. "Looks almost like Adrian Toomes and given that its based off of the gear that Norman stole from him, this looks like the biggest slap in the face ever. Well at least the Vulture's in Ryker's, if he was in Ravencroft, I'd really be panicking right now."_

"The Vulture has a neural interface that can be operated from inside the plane, just plug your head, arms, and feet in and you can control the plane with a mere thought or motion," explained Norman. "For those who are keyed into the system, activating the weapons system is as simple as taking a breath. The lights on the front are your eyes to the outside, the speakers on the side are your ears. The weapon system will be able to pluck anyone trying to sneak in and will be able to sense those who are attempting to cross our borders illegally by their heightened adrenaline. They may be able to run, but they will not be able to hide from our newest weapon system. People can sleep a lot easier in their beds knowing that those who threaten our way of life will be dealt with."

There were some cheers, but a few members of the press looked around.

"Mr. Osborn, what about the rights of the people that this weapon is going for?" asked one of the reporters.

"They should fully be aware that there will be consequences for those who do not enter this country through the proper channels," answered Norman swiftly. "Those who are truly innocent have nothing to fear. However, those who are guilty and have something to hide, will have everything to fear."

"You should be the one to have something to fear, Osborn!" shouted the crazed voice of the Vulture, as he dove from the ground.

" _Yeah, so much for him not breaking out," thought Peter as he moved forward, but the Vulture launched two miniature rockets to the ground, to blow the ground up and several people ran away. "Its going to be tough to slip out of here!"_

The Vulture did a death defying counter, to avoid three traquilizer darts from being shot up at him. The crafty villain dove down, as Norman Osborn ducked into the chaos.

"You can run, but you can't hide, Osborn!" shouted Vulture, as he sent a stun blast and took out an innocent bystander. "You better come out now, Osborn or the next shot will be lethal...of courst not that you care, you made your life stepping on the common man, what's a few people killed to you!"

"It might be nothing to him, but I think I have plenty to say about it!" called Spider-Man as he swung out of nowhere and he knocked Vulture away. Vulture adjusted his positioning.

"You!" shoutled Vulture, as he armed his weapon system, before he shot a series of blasts, a bit more lethal than the warning shot. "You've made a huge mistake trying to stop me today, Spider-Man."

"Well not as big as the misake you made by going out in that get up," countered Spider-Man but Vulture just angrily dove at him, hands outsretched, but the web head launched himself out of the way, and spiralled through the air all around Oscorp Airsplace, before he jumped right on the Vulture's back. "Alright, I'm going to clip your..."

An electrical shock pulsed through Spider-Man and caused the web head to slide off of the Vulture, who dove right at Spider-Man and slashed right at his costume and knocked him down, as he sent a miniature laser blast over a scaffolding area, where several people stood! The debris began to crumble, as Vulture flew off into the distance and circled around, sending more blasts into the distance, in an attept to divide Spider-Man's attention towards innocent bystanders, while he went and looked for his prize.

XXXXX-XXXXX

Meanwhile, Norman Osborn had slipped out in the confusion, to a waiting limosine which had been running throughout the entire duration of the meeting. He sat in the backseat.

"Drive, don't look back," said Norman crisply as he pushed in a button on a wristwatch he wore, as he sat as he heard the Vulture's cries, calling for his blood. The limo drove off, as the Vulture continued to fly around, but it appeared that the bird had lost sight of Norman Osborn.

XXXXX-XXXXX

"OSBORN WHERE ARE YOU?" shrieked Vulture as he looked around and the sirens were heard in the distance. "The infernal police, they're going to ruin everything...but I know of a way to even the odds and track down Osborn wherever he hides."

Vulture swooped down, towards the Vulture plane and he managed to open the door with relative ease.

"Bah, was this encryption desired by pre-schoolers?" taunted Vulture, as he moved inside and sat himself down at a chair, where he placed a sensory helmet on his head and snapped his legs in, before he snapped two loose wrist bands connected to the chair. "Access override code ASM02-05-1963."

"Systems unlocked and access granted to user," stated the onboard computer, as the plane began to lift out of the sky. Toomes grinned, in Osborn's supreme arrogance, he had neglected to change the default access codes.

Something that would be a fatal mistake.

XXXXX-XXXXX

After he rescued the innocent bystanders, Spider-Man swung high over the air, above the paramedics and law enforcement offers.

"TOOMES!" called Spider-Man. "Come out and fight me face to face, you infernal buzzard!"

"Your funeral, Spider-Man!" boomed a voice, as dust flew in the air and the Oscorp 245-NQ Vulture, piloted by one Adrian Toomes was directed right towards the crowd. The police fired on the plane, but their bullets had no effect. A swirling green vortex appeared right from in front of the plane.

"EVERYONE RUN!" shouted Spider-Man as his spider sense hit complete overdrive to the point where he got a slight headache and the police stepped back.

"Let's see what this button does," crowed the Vulture, as he pushed a button and a missile launched from the vortex and pulled it into the area, before it impacted to the ground.

The shockwave had caused everyone within a certain radius to drop to the ground unmoving.

Spider-Man collapsed unconcious, as the Vulture lifted off of the ground. Now upgraded and stronger than ever, the most dangerous bird in New York was about ready to fly and seek to take his revenge on the one who had taken away his life's work.


	60. On These Vulture Wings Part Two

**Chapter Sixty: On these Vulture Wings Part Two:**

Silence was bliss.

It was not however something that a certain web slinger could deal with. His fingers twitched, approximately ten minutes after that weapon had launched down. Spider-Man struggled to his feet, his head ringing as he collapsed right to his knees.

" _That was about ten times worse than Shocker and he packs quite a punch," thought Spider-Man groggily as he was just able to shake off the majority of the attack but there were lingering after effects. "Got to find the Vulture...got to get rid of this splitting headache too...thankfully that didn't kill anyone, although its going to be a while before they are getting up._

Weakly and gingerly, Spider-Man staggered from side to side. He had been nailed pretty hard by some powerful foes but this seemed to be worse.

" _How, am going to fight an entire plane?" thought Spider-Man. "Especially one that has those weapons. Vulture is linked into the plane. He can see and hear me coming. I've got to move quickly. I might not have another chance."_

XXXXX-XXXXX

High above the city, plane continued to move, as people moved in terror. The military was being called but it was a delicate situation. After so many people were slaughtered when Electro went on his rampage the previous month, New York was not ready for another super villain to lord over them.

"Osborn, I know you're in this city somewhere!" echoed the voice of Adrian Toomes throughout the city. "I could care less about all of these peons, its you I wish to dispose with Osborn! I'll rip this entire city to pieces with your little toy, if you don't surrender yourself to me! I want to take everything that you took from me back, with interest! OSBORN, QUIT HIDING!"

Several razor sharp claw like implements blasted from the side of the plane and clung right to the building. The concrete cracked, as The Vulture continued to fly over the town, in an attempt to locate its prey. The tracking system was implemented but it turned up negative.

"This thing must not be properly calibrated," grumbled Toomes, as he moved around on the keyboard, and punched in a few commands. "Its not picking up Osborn. Once I figure out how to properly access the tracking module, he'll know everything I've lost."

A blip appeared on the radar and something swung right through the city. Toomes shifted the plane high as he spotted Spider-Man.

"So, the insect still wishes to foil my plans," said Vulture, as he pressed a yellow triangle on the panel. "I have no time for games."

Spider-Man swung from side to side on the outside and a giant net blasted from the beak of the Vutlture. He avoided the attack and he swung right, before he jumped right upon the front of the plane. However, he quickly began to slip and slide, as he struggled to maintain his footing.

" _Osborn must have coated this with something, that keeps me from being able to stick," thought Spider-Man as he managed to spiral out of control as his grip slipped. The plane rose up above the buildings in the city and moved ever so higher, as Spider-Man managed to cushion his fall somewhat on a patch of grass. "Well no broken bones...at least nothing big."_

Spider-Man continued his pursuit of the plane but the Vulture accerlated forward and sent three minature orbs from the back of it. The orbs shot metal cables, to wrap around Spider-Man and began to move in opposite directions. He struggled, to prevent himself from being ripped in four different directions, drawn and quartered in mid air.

" _Got to do something," thought Spider-Man in pain as felt the strain on his limbs. "These things are going to rip me...got it!"_

Spider-Man gave a tug and it swung all three of the orbs into the building where they completely smashed open from the impact and once again, the web slinger continued, as the Vulture continued on his manic, single minded persuit to take down Norman Osborn.

" _I can't believe I'm trying to save Osborn after what he's done...oh wait, he's cured, allegedly, he doesn't remember anything, but still, its a hard one to swallow," thought Spider-Man bitterly. "Still, the innocent people too and the fact that the right thing to do has to balance out my personal objections about one man."_

XXXXX-XXXXX

Liz Allan sat on the cushioned chair in her bedroom, right in front of the computer, almost bored. Granted the streaming video footage of the latest super villain struggle featuring Spider-Man that was currently broadcasted over the Internet was a momentarily distraction from the dull day, but as a life long New Yorker, she was beginning to get desentized to any excitement that came with such strangeness.

Right now her parents were out, her step brother had just began some kind of work program as a requirement to complete his science degree in chemistry, Harry was in Europe, and her other friends were otherwise preoccupied. It was a rather boring day and she was hoping for something, anything to make it a bit more interesting.

The cell phone right to the side of her desk rang and she picked it up immediately, desperate for something to add something of substance to her day.

"Liz?" asked the voice of Harry Osborn on the other end of the phone, sounding a bit panicked and somewhat out of it as well.

"Harry, I didn't think you'd be back before now," said Liz in excitement. "You weren't supposed to be back from Europe for another week. Where are you now?"

"In jail," said Harry in a small voice and there was a long silence. "Liz?"

"You're where?" asked Liz.

"Jail, I got arrested at the airport, they opened my suitcase...I really need bail, please," said Harry. "Its ten thousand dollars."

"Harry, I don't have that kind of money lying around," said Liz as she still tried to wrap her hand that her boyfriend was in jail. She wondered what on earth he could have done.

"In my room I do, spare change under the mattress you know, there should be enough right there, I know, I had to...well I had to be creative with where company funds when I was in charge," stated Harry as he slightly slurred his speech and made it difficult to understand. "If Dad finds out he'll kill me."

"Why are you in jail?" pressed Liz, many questions were on her mind but she went for the most obvious one's.

"Please, get the money and I'll tell you everything," said Harry. "I need to tell you where...hang on..."

Liz sighed, she had wanted the day to be a bit more interesting, but this was not exactly what she had in mind at all.

XXXXX-XXXXX

"If I can't find Osborn, I guess I'm going to have to put his little toy to good use," said Toomes, as piloted the plane over the city as he speculated where he could go next. There were many possiblities, any of them would be acceptable to replicate the wealth he lost when Osborn swindled him.

A beeping sound on the radar indicated that he had company of the spider sort.

"Don't want to give up?" echoed the booming voice of the Vulture, as Spider-Man continued to circle around the plane, as he swung around.

"Knock me out of the sky if you can, Vulture!" called Spider-Man as he continued to hit the side of the plane as he circled around the webbing.

"You will learn who these skies belong to!" shouted Vulture, as a small miniature laser erupted from the beak of the plane and shot a stream of fire, which sliced right through the webbing and caused Spider-Man to spiral right towards the ground but he managed to readjust his footing.

" _Man, this plane has more gadgets than Iron Man," thought Spider-Man. "This isn't going to be a battle that you can win on your own."_

Two police helicopters moved in and aimed their weapons right at the plane and began to open fire, but they were heavily outmatched. Two rocket blasts ripped right through the air and connected with the helicopters, to knock them right off balance. As he zipped from side to side, Spider-Man had managed to rescue the occupants fo the two vehicles and set them down gently.

"We're fine!" shouted one of the pilots. "Go get him Spidey and don't go easy on him!"

Spider-Man managed to launch himself right into the air with a somersault and land right on one of the eyes of the Vulture plane. The web slinger struggled valiantly to get a grasp.

XXXXX-XXXXX

Inside, Toomes recoiled in slight pain, as it felt like a blunt force trauma had hit him square in the eye. Angrily, he smashed a triangular yellow button.

XXXXX-XXXXX

Two miniature turrents jutted from the plane and began to fire an array of bullets right at Spider-Man, who managed to avoid getting showered with bullets. He shot a line of webbing right onto a lightpost as the Vulture moved on his merry way, as if Spider-Man was just an annoyance that he had to swat away.

" _Okay, Spidey, you're not going to go toe to toe with a plane about twenty times your size," thought Spider-Man. "You're going to have to use your brain. Outsmart the bird. Its not going to be easy, Toomes is rather sharp, he would have had to be to invent that state of the art technology but if I play on his obsession with Osborn, I might have him."_

_XXXXX-XXXXX_

Liz slipped right into Harry's room quickly. There was something rather uneasy about the fact that she was pretty much responsible for getting ahold of this money that Harry had underneath his bed without being caught by his father or anyone else. It was a rather small favor that Norman Osborn seemed to be preoccupied with the entire Vulture situation. She took a careful step down the hallway and opened Harry's room. It had the obvious signs of a room that had not been slept in in over a month.

There was a loud crunch and Liz jumped, before she realized she had stepped on something that was underneath Harry's desk. She pulled it out and looked at it, with widened eyes. It was a half empty bottle of pescription pain kills and she only took a step forward, before she saw four more bottles in various states on the floor, hidden half hazardly, as if Harry only had a token effort.

"Harry, what were you into?" muttered Liz, this was something that left her flabbergasted but given Harry's wild swings in behavior, she suspected that he should have been obvious that he was on something. The pieces all fit. She was half tempted to go into the closet but she did not. Both for the fact that it would be invading Harry's privacy a bit too much and she was afraid of what she would fine in their. She saw a few pescriptions filled out and could not help but see that they were from different doctors. Whatever Harry had, he got technically legally, not that was any comfort given the number of pills that were visible from a token look.

" _It's a wonder Harry's dad didn't find any of these things," thought Liz. "Of course, he's never around, never was. No wonder Harry's so messed up...oh well don't jump to conclusions, but this looks bad. I better let him explain what's going on."_

Liz pulled back the mattress and saw more pescription notes underneath, from various doctors and several more bottles some used, some not but she collected the money that Harry needed.

" _I can't believe he just left this stuff lying around," thought Liz. "Unless he was so far gone...I don't know what I should do, but I better get him out and worry about it later."_

Liz slipped from the room, not able to stomach being in there a second longer and afraid that she might find something else in there.

XXXXX-XXXXX

The plane of the Vulture whipped right through the air, as the roof of a building was cut off. The precious jewels inside were quickly lifted. Toomes looked on with pride, as the loot was collected. It was the third jewerly store he robbed and he would make a fortune nearly as large as the money that Osborn swindled him out of. He wished to find Osborn soon, it was a matter of pride that he took him down. As he piloted the plane to look for another place to knock off, a pair of trash cans flung through the air and smashed against the front of the plane. It caused no damage, but it was not a minor annoyance.

"Still looking for Osborn?" asked Spider-Man and suddenly, the Vulture's attention was right on Spider-Man. "Well, guess what, you dim witted canary, I know where he is and you still can't find one man in that plane. Must be senility setting in."

"STOP HIDING HIM, SPIDER-MAN!" bellowed Toomes as his voice echoed throughout the city. "Give me Osborn and I might kill you quickly."

"Man, if I had a quarter for every super villain that gave me that offer, I'd be a very rich friendly neighborhood Spider-Man," replied Spider-Man dully. "Now, if you want Osborn, all you have to do is catch me, if you can!"

Spider-Man spiralled into the air and swung high above the city, giving acobratic feets, as the plane fired up and Spider-Man waved at the plane, taunting the Vulture.

"Come on, you can do better than that!" shouted Spider-Man, as Vulture fired two rockets. Spider-Man shot a line of webbing around each of them and swung them up, where they spiralled right into the air and blew up far above the city. Vulture directed the plane, a yellow net shooting out but Spider-Man dodged out of the way. "So close, yet so far? Come on, Toomes, do you need me to paint a large neon bullseye on me? Maybe you should put on a pair of glasses so you can see better. Eyesight has to be getting pretty bad by now!"

"Stop it, don't mock me!" yelled Vulture as he continued to fire and blast towards Spider-Man who continued to move around in an unpredictable manner. "I'm sick and tired of you making these cracks about my age."

"Ah, is someone getting cranky?" asked Spider-Man mockingly. "Maybe you need a little nap!"

Vulture gave out an anguished cry and he continued his pursuit of Spider-Man, who dodged around the corner, right where a net of webbing was latched between two sturdy structures. The plane flew right into the web net, but Spider-Man jumped out of the way and he shot several more lines of webbing in a rapid fire fashion.

"All trapped and nowhere to go," said Spider-Man, as he looked at the Vulture's attempts to free the plane. "Wrapped up this one nicely, didn't we?"

The plane suddenly appeared to heat up and the webbing began to dissolve quickly, before it turned around and a claw like arm retracted from the plane, before it latched onto Spider-Man. The web head was caught off guard and began to struggle frantically but the loud booming laughter of the Vulture echoed from an insane distrance.

" _Hard to breath," thought Spider-Man. "This metal is stronger, stronger than my spider strength!"_

"It's the end game for you, Spider-Man," thundered Vulture as he continued to put the squeeze on the web slinger, but he managed to slip his arm free. "Now, where is Osborn?"

"I don't know," gasped Spider-Man as he struggled.

"You tried to fool me," echoed the amplified voice of the Vulture as several sharp blades retracted, and looked about seconds away to slice Spider-Man right to ribs. "YOU TRIED TO DECEIVE ME! Well, Spider-Man, you've just dug your own grave. I've got you now!"

Spider-Man swung his legs backwards and swung up in an attempt to get free. The arm shifted and both of the feet connected with the side panel, right in the auditory sensors.

Vulture gave a pain scream, as the claw released Spider-Man and caused him to spiral to the ground, before he swung upwards, and he pulled himself up, to hang upside down.

" _Interesting, those sensors work both ways, the right way and the wrong way," thought Spider-Man, as he swung around, before he drilled a huge elbow right into the side of the auditory sensors. He continued to bounce his feet right off the sensors again and again._

"STOP IT, YOU FOOL!" shouted Vulture in a pained voice, as he felt like he was getting kicked in the ear repeatedly again and again.

"YOU WANT ME TO DO WHAT?" shouted Spider-Man right into the auditory sensor and Vulture screamed, as the sensor blew and the plane learched, as it began to fly awkwardly out of control.

Spider-Man pulled himself up and just barely managed to latch onto the side, before he pried it open, before he saw the Vulture slumped over, detatched from the sensor helmet. Spider-Man slid Vulture out of the chair and managed to steer the plane.

" _What the, the steering on this thing is a bit screwed up," thought Spider-Man, as he tried to put on the sensory helmet but the feedback was just too much. "Alright, I've got to do this the normal way. What a piece of junk...a several hundred thousand dollar piece of junk but a piece of junk nevertheless."_

Spider-Man held onto the wheel, somehow, he managed to keep it from crashing into any populated areas, before he was up into the air, as the plane began to sputter, right in the ocean right off to the side. Spider-Man collected the half conscious Vulture, before he jumped out, latched onto a web line, as he watched the plane crash right into the sea, before it crumbled into several pieces, the salt water which caused it to break it apart.

Spider-Man held the battered form of Adrian Toomes, and webbed him upside down, as the sirens echoed. He was starting to come to after being rendered unconcious with the sensory helmet feedback.

" _Man, how did Osborn really expect something like this to hold up long term?" mused Spider-Man as he saw the rapidly crumbling remains. "Yell it its auditory sensor and the entire plane is down. It_ _doesn't make any sense. A real piece of junk."_

Toomes was cuffed and put in the back of a cop car.

"One day, Osborn, one day, I'll have you!" shouted Toomes in a crazed voice, as he rocked back and forth. He was slightly defeaned in his right ear and he had a slight headache from the sound loop.

"Calm down, old timer, we'll get your meds and you'll have a nice vacation in Ravencroft," said one of the officers.

"RAVENCROFT?" bellowed the Vulture in a crazed voice. "RETURN ME TO RYKER'S! I'M NOT INSANE! I'M NOT INSANE!"

"Ease up there, don't want you having a stroke, that would be a burden on the taxpayers," said an officer as The Vulture continued to yell incoherantly about his revenge against Osborn, Spider-Man, and the fact that he was not insnae.

XXXXX-XXXXX

Norman sat back and watched the broadcast, a slight smirk on his face, as he watched Spider-Man manage to figure out the one defect in the plane and turn it against that old buzzard, before it crashed and busted into multiple unusable pieces. The plane that had cost him twenty five thousand dollars to make, using mostly used parts, had been completely destroyed from the impact. After he pressed a button on his watch, he reached over to the phone, for a very important call to make.

"Mr. Williams, this is Norman Osborn, I believe you've seen the dreadful and unforeseen incident with the plane on the news," said Norman. "Yes, I would like to collect on the the policy, indeed, the fifty million dollar policy that I put on the plane, yes, I could come by tommorow by noon, it's been a pleasure doing business with you. I can assure you that if this incident is dealt with quickly and without Wilson Fisk finding out about it, you will get your standard cut of the collection."

Norman Osborn turned and walked off. It had only just begun.

XXXXX-XXXXX

Liz stepped inside the jail, rather nervous. It was in one of the seedier parts of the town and she could have sworn that she heard nearby gunshots. She was taken out of her bubble of security, as she stepped forward, the money in hand to a guard, who leaned against the wall.

"What?" snarled the guard, as he spat chewing tobacco at the floor.

"I'm here for Harry Osborn, bailing him out," said Liz.

"Ah, so the little punk got the money after all," said the guard in a disinterested voice. "Rich kids, I have to work every day of my life, paying my hard earned money to my ex-wife so she can sleep with half of the guys in New York, and some people get everything handed to them. Then everyone talks about how sad it is when they get f'ed out of their mind with drugs but I'm not sorry for them. Serves the little bastards right if they just offed themselves. Daddy'll will just buy them a new Mercedes and everything will be all better."

"What happened?" asked Liz nervously.

"Kid caused a stir at the airport, police found some candy in his bags," stated the guard. "Just give me the money and he'll be out of here. He's stinking up my jail."

Liz handed him the money, trying to hide her disgust at the rude behavior.

"Does he have a trial that he needs to go to?" asked Liz in the most polite tone that she could manage.

"No, punk can go home and do more drugs for all we care, he's paid up, he can move on with his life or end it," said the guard rudely as he walked over and opened the cell. "Osborn, out, now."

Harry got to his feet, in a dazed and confused manner, as he saw Liz. His head was still rather messed up, he had little to no recollection with what happened in the past day or two, but he assumed that he called Liz and made bail.

"Let's go," muttered Liz, as she looked uncomfortable. She wanted to get out of this jail and this part of town, as soon as possible. Harry followed her and once Liz had drove away. "So, Harry, you decided to go to an airport out of your mind and you had drugs in your suitcase."

"No, Liz, listen to me, I really...they weren't mine," said Harry shakily. "Someone put them there and they must have slipped something in my drink, there was a party right before I left, a great time too."

"So they planted them in your suitcase," said Liz with a frown. "Just like they planted all of those pill bottles in your room and the perscriptions all in your name."

"Well, those are mine, but I had perscriptions for them," said Harry but if Liz did not have to pay attention to the road, she would have glared at him. She quickly pulled into a nearby park and put the car in park. She turned around. "You're not mad at me are you?"

"Harry, when did this all start?" asked Liz and there was a pause.

"Well, the Vulture, when he dropped me last Summer, I broke my collarbone," said Harry. "It hurt, and I got something for it, but I enjoyed the way that they made me feel...the pills, they made me forget about everything that I had to deal with. Just take a pill here and a pill there and it was bliss, I didn't have to care, because I didn't with them, it was great. I felt good. I kept getting them, the doctors, they're great, you know, because if you give them the money, they'll take care of you, I mean, hook you up with the good stuff, if you slip them something, they'll slip you something, you know what I mean."

"Harry, the were perscribed for your injuries, not to help you cope, you should have talked to someone if you were having problems," said Liz trying to figure out how Harry could do this to himself, how he could throw away his life. She had lived in her own bubble in many ways, these were problems that she heard about that complete strangers had to deal with, not anyone she knew. She didn't know if she could handle a situation like this.

"Hey, everything was legal, through a doctor, you saw the notes," said Harry. "Would you have rather had me buy them from a back alley from some gangster?"

"Harry, that's not the..." said Liz but her voice trailed off in frustration. "Harry, you know what you have to do now?"

"Yeah, I've got to do a better job in hiding it," slurred Harry slightly, not blinking. "I really could use something right now, it was a drag not having anything..."

"HARRY OSBORN!" shouted Liz angrily. "You haven't learned anything from this, have you?"

"I thought I told you, I did," said Harry. "Look, Liz, you need to chill, okay, I slipped up, I can handle it."

"Yeah, Harry, you really look like you're handling it," said Liz as she rolled her eyes as Harry just winced.

"Could you please get me home Liz?" asked Harry as his eyes darted from side to side. "Someone's here, I don't know why, but I don't like it."

"I suppose, we should leave," said Liz, but she could not see anything nearby and she put the car back into drive and drove.

" _This is absolutely insane, I mean, how could he do this, to himself?" thought Liz as she heard Harry moving around in the back seat, jumpy with every other noise."And there were signs, we all should have seen this, but we thought it was the stress of running the company, the stress of his father being the Goblin, everything, but now it makes too much sense."_

They had reached the outside of the mansion and there appeared to be no one around. As was so often, Norman Osborn was not present at his own home.

"Liz, I appreciate this, really I do," said Harry in a small tone.

"Harry, you really need help, you have a problem, a big problem, I'll do whatever I can to support you, and I'm sure Peter and Gwen will when you talk to them," said Liz.

"No, you can't tell them what happened!" yelled Harry frantically as his eyes darted from side to side and he began shaking for a few seconds, befor he calmed down.

"They wouldn't keep something like this from you," said Liz firmly and Harry just snorted.

"Yeah, I get the feeling sometimes that they are, they have some kind of private joke that they won't let me in on, we used to be the best of friends, but we're drifting apart I guess," said Harry as he shivered, before he continued to look around. "With Peter especially, I think he keeps things from me all of the time, that he tells Gwen, I don't know what, but I just have this feeling."

"Harry, don't be paranoid, Peter's not keeping anything from you," said Liz. "That's the pills talking, that just proves that you need help."

"Maybe," said Harry. "But life is going to be so much harder, I mean, I don't know, how I'm going to do this."

"Harry, you're going to end up being another...well...it's not going to end well," said Liz. "I don't know if I can handle that, but if you keep this up, I don't know if I can handle being with you anymore."

"What are you saying, Liz?" asked Harry with a confused, slightly pathetic expression on his face.

"Get the help Harry, please," said Liz. "It's either the pills or me. One of us has to go."

Harry just sighed and it was almost like he was mentally weighing his options, considering this choice.

"I suppose I might have a problem, and I'll try, Liz, I'll really try, if it really does mean that much to you," said Harry with a pained expression on his face.

"It does," said Liz. "Get the help that you need Harry, and you know we're there for you."

"Don't tell Pete and Gwen about this," said Harry.

"That's up to you Harry," said Liz but Harry just walked off, in a funk, without really saying good bye. Liz watched him leave, a saddened look on her face.

" _It's not like I can really force him to do anything, I'm sure Peter and Gwen would be better off getting through his thick skull but I did promise Harry and why do I have a feeling that I'm going to hate myself," thought Liz. "Telling his father is out, for obvious reasons. I just have to have someone who might be able to help Harry a little bit...maybe Spider-Man, I mean he does help people. Oh get a grip on yourself, he has better things to do than play councilor...but I don't think he would turn me down if I asked him to have a talk with Harry. Yeah, I think I might tell Spider-Man, I mean Harry never told me that I couldn't tell him. But how am I going to get in touch with him, I wonder?"_

XXXXX-XXXXX

As he stepped inside his room, Harry collapsed right against the table, before he reached inside the drawer, hands shaking frantically. He was barely able to hold it together for this long. It had only been less than twelve hours since he had last taken them but he needed a fix badly. With shaking hands, he opened the pill bottle.

" _Just one more time," thought Harry as he had a handful of pills and could not shove them into his mouth quickly enough, he was in intense pain every moment he did not feel the bliss of being on them. "What Liz won't know won't hurt her. Besides, I'm in control. I can quit at any time."_


	61. Welcome to Murderworld Part I

**Chapter Sixty One: Welcome to Murderworld Part I**

Inside a large control room, surrounded by numerous computers and sound equipment, a gentleman sat right at a monitor, as he monitored a terrified government agent attempt to claw his way out of trap but he found the walls crushing in on him, as razor sharp spikes protruding from the walls were dangerously close to slicing him into ribbons.

"You best figure out a way from that trap in about the next sixty or so seconds or I'm afraid the game is over for your," said the gentleman. He wore white suit, with a gaudy looking tie of multiple colors that were splashed around in an erratic manner and he had wild red hair. No one knew of his real name and he had many aliases.

He did have one that he was best known as and many in seedier circles knew him as a dangerous international assassin named Arcade. He had quirks, as he forced his enemies to compete at his speciall designed amusement park called Murderworld.

It was only amusing for him, not so much for the people who he was tasked to take out.

"Let me out of here you nutcase!" shouted the agent frantically.

"Taking time to yell at me, will mean you have less time to escape," said Arcade as he shook his head. "Its only the second level of Murderworld, surely you're not going to fold this soon."

The government agent, grabbed the spike and began to try and tug it from the wall but the spike broke up and the agent paused, as the walls had stopped.

"Bravo, you've managed to pull the one spike that managed to stop the room," said Arcade but he paused as the spikes burst open, which began to spray acid in the room. "Of course you had to touch that other spike. The one that releases acid into the room. There's still time. All you have to do is think...which appears to be a fundamental flaw within you."

The victim attempted to find a way out, but he found that it was fruitless and the room was filled with acid. Arcade watched the progress, as he watched the acid dissolve the man in short order, as it began to eat through the floor. He gazed upon the skeletal remains, as he shook his head, saddened.

"No one makes this a challenge any more, they always die too quickly," said Arcade with regret, slightly bored "Another million for this one on top of my initial million fee. Adding to my countless millions already."

Arcade turned off the monitor, as he just leaned back in the chair.

"It does seem like I never have to design anything past Kindergarten level anymore," said Arcade. "Its been a long time since anyone's even made it halfway through Murderworld. Is it too much to ask for someone who would actually test my traps? A challenge?"

"I believe you'll be pleased with our next client," said a woman who had her hair tied back, wearing glasses and a business suit with high heels.

"Who is it, Miss Locke?" asked Arcade.

"Our next payment comes from someone who calls himself the Master Planner, over in the States," said Miss Locke but Arcade just nodded. "New York in fact."

"The newest version of Murderworld is running in that state, so this Master Planner is lucky, I'll take the job," said Arcade. "Who is the person we have to deal with?"

"Look for yourself," said Miss Locke, as the computer screen came to life and a file image of Spider-Man appeared. Arcade gripped the side of his chair and a grin appeared on his face.

"The spectacular Spider-Man, this is fantastic, someone who might actually challenge me," said Arcade as he leaned back. "Miss Locke, I want everything you can find on Spider-Man. Everything."

"I can have it within the next three days," said Miss Locke with a nod.

"Then be prepared to go to New York within five, as I can make the modifications to Murderworld tou better our arachnid friend by then," said Arcade, who was more excited about the prospect of testing his amusement park on Spider-Man than anyone else had had been contracted to take care of in years.

XXXXX-XXXXX

" _And this is what my life has come to," thought Spider-Man as he swung over the New York City streets as he followed pursuit of the villainous who had dubbed herself the White Rabbit, on the back of a giant mechanical rabbit statue and two goons who looked as if they were sharing the same brain._

"Move it, you two, he's right behind us!" yelled the White Rabbit in a shrill voice, who looked gleeful. She had took her inheritance and built herself a giant robot rabbit statue, to go on a crime spree. Granted, it was not like she needed the money, but what else was she going to do with the time?

"You know, I better call up Hef, tell him that one of his bunnies have gone missing!" taunted Spider-Man as he closed in on the White Rabbit who continued.

"Move it!" shrieked the White Rabbit.

"I don't know how much faster I can go," grunted one of the thugs, but Spider-Man swooped down and the two thugs, in their attempt to attack him had clonked their heads together.

"Well, I can see that you're scrapping to the bottom of the barrel," said Spider-Man, as he had with several kicks knocked the rabbit robot into the wall and the White Rabbit had to jump off to escape being smeared against the wall. She reached into her handbag, and held two carrots. "Really? Really? Wow...kind of lame."

She threw the carrots at the ground but they just hit the ground harmlessly.

"I picked up the wrong ones!" she shrieked, as instead of her explosive carrots, she had picked up two regular carrots but she suddenly looked at Spider-Man with what she thought to be a smug superior look but was quite of dopey and over the top. "Well, Spider-Man, you can't beat me, so you might as well just let me go."

"What?" asked Spider-Man in confusion before he amended sarcastically. "Because of your super genius plan that's bound to beat me, I guess."

"No, because I'm a girl, and you can't hit me, because that would be wrong," said the White Rabbit as she rolled her eyes. "Stupid, duh, stupid, you can't hit a lady. I mean, you're the good guy, what kind of example would that give?"

"Well to call yourself a lady would be kind of pushing it, with that get up" said Spider-Man as he took a step forward and the White Rabbit took a step forward, before she picked something from her purse.

"Stay back, this is a hyper sonic death ray thingy of death and destruction and I'll blow you to icky little spider bits!" shouted the White Rabbit and Spider-Man just looked at the object in her hand.

"That is a hair dryer," dead panned Spider-Man and the White Rabbit switched it on but there was no air coming from it and a cord dangled from the appliance. "And you need an electrical outlet for it too. Did you really think this through before you decided to put on that outfit and go out today?"

He casually shot a line of webbing out, to hold her in place. She tripped and fell over.

"HEY, HEY, THAT'S NOT FAIR!" shrieked the White Rabbit. "I HAVE RIGHTS! YOU CAN'T DO THIS! I'LL SUE!"

Suddenly a webbing gag found its way around her mouth to silence her.

"Yeah, go ahead, but I doubt the courts will be sympathetic towards a woman who tried to tear up the city on a giant robotic rabbit" retorted Spider-Man dryly as he webbed up the two goons and left them for the police.

"So, do we still get paid?" asked one of the goons in a dull voice as Spider-Man swung off into the distance, as the police cars.

" _I'm fighting someone calling herself the White Rabbit," thought Spider-Man as he is shaking his head. "Oh well, easy night, best I could hope for in this day and age, but I really, really was hoping for something more."_

Spider-Man dropped down and answered his cell phone.

"Hi Gwen," said Peter immediately.

"Hey, Peter, you do remember our plans for tonight don't you," said Gwen.

"No, would I ever forget?" asked Peter.

"Well not forget, but I mean, you do have the tendency to get sidetracked a lot of the time," said Gwen. "We're supposed to meet Harry and Liz in about an hour."

"Still plenty of time, besides, I'm just getting off of work right now, get these pictures to Jameson and I'll be right over," said Peter.

"Okay Peter, talk to you real soon," said Gwen. "I love you, bye."

"Love you too Gwen, bye," said Peter as he put his cell phone away, slightly cheerful. With no crime present it appeared that he was relieved for the evening. Spider-Man began to swing off to find a place to change but suddenly his spider sense began to hit into overdrive.

" _I knew that was too good to be true," thought Spider-Man as a blast had echoed throughout the city and a gas grenade found its way through Spider-Man. Spider-Man rolled underneath the attack, to shield his face from the gas, before he passed out. "Someone's trying to take a shot at me, but why?"_

Spider-Man on high alert, stood but his spider sense had continued to go into overdrive, as another two grenades dropped down but he found his culprit, a woman dressed in black on the ledge. Spider-Man began to scale the walls to go after her.

"You know, if you wanted to get my attention, I don't think throwing grenades would be the best thing to do," said Spider-Man but immediately the woman had aimed a kick right at his head. "Really now, that was completely uncalled for."

She refused to respond but instead began to attack Spider-Man, before she flipped up and then came down right on the top of his head. Spider-Man staggered and moved in for the attack but his attacker had grabbed his arm and turned him around, before she began to kick him right in the back of the leg several times. Spider-Man swung around and flipped her to the side. She kept her balance but Spider-Man's attempt to launch herself at her had nearly knocked her off the ledge where she was fighting.

The ledge crumbled and she nearly lost her balance and Spider-Man instinctively grabbed her arm, to prevent her from falling.

'So you are as hopelessly noble as my research indicated," muttered the woman, as she whipped a stun gun from her glove and quickly took out Spider-Man. Spider-Man nearly slid off of the side of the building, but she grabbed him and pulled off her mask, to reveal the face of Miss Locke.

"I've got him, Arcade," said Miss Locke as she reached forward, fingertips on the bottom of the mask and she began to pull it up.

"I do hope that you're not planning on removing his mask Miss Locke," said Arcade and Miss Lock paused.

"Aren't you the least bit curious to see who's underneath the mask?" asked Miss Locke.

"Now, we were hired to kill Spider-Man, not the person who was underneath the mask," admonished Arcade. "I prefer to carry out my agreements as specified. Make sure he's out and bring him to Murderworld. Everything is ready."

Miss Locke nodded, as she held the unconscious Spider-Man before she jumped right into the air ship and drove off, the web slinger secured.

XXXXX-XXXXX

Gwen stood outside of the restraurant and she checked her watch, as she bit her lip nervously. She resisted the temptation to reach for her cell phone and call Peter. She didn't want to come across as a nagging, untrustful girlfriend and she reasoned that there was a chance that Peter ran into some trouble.

" _Just a couple of minutes late, Gwen, besides Harry and Liz aren't here yet," thought Gwen as she peered up but there appeared to be no Peter but she saw Liz and Harry walking down the street right now._

"Harry, Liz, I was worrying that you wouldn't show up," said Gwen with a false cheery voice. "So how was Europe Harry?"

"Just an average vacation, really, nothing happened," said Harry with a completely straight face, as Liz just stood, arms crossed but she quickly straight up. "Where's Pete anyway?"

"Oh you know Peter, he'll be here when he gets here," said Gwen with a strained smile. "I called him just before I left and he'll be on his way when he is here. Let's go find a table, this place can get pretty packed quickly."

"Yeah, go get the table, I'll join you in a minute," said Harry as Liz looked at him. "Bathroom you know, got to wash my hands and all that."

Harry stumbled off, as he looked dazed but Gwen did not really pay attention to that or the pained anguished look on Liz's face. She looked out one more time to Peter, but he did not appear to be too near. She held the cell phone but shook her head.

" _Give it a bit more time," thought Gwen. "Peter can take care of himself. Don't stress, he'll be here and he'll be fine. Just give him a bit more time."_

XXXXX-XXXXX

Spider-Man found himself waking up, right in front of a metal door.

"Excellent Spider-Man, you're awake, now the fun can begin," boomed Arcade over the loud speaker. "Welcome to Murderworld. My name is Arcade! You've been chosen as the first person to beta test the New York version of my amusement park. In all, you'll find nine spine chilling levels, each with destruction. Find a way to defuse the traps in each level and survive to the end and you'll be able to walk home free, no questions asked. If you fail even one level, the good people of New York will be reading your obituary in the papers tomorrow morning."

"You've got to as bent as a coat hanger if I am going through with this," said Spider-Man as he got to his feet and stepped forward, but suddenly, he fell over, a metal shackle around his ankle throwing him off balance as he tried to escape through the park.

"I don't think that would be wise Spider-Man, I can pull a switch and fry your nervous system just like that," said Arcade in a bored voice. "Don't want to do that, but if you force my hand, then I'll do things the boring way. Not my style. Right now, you're stunned. I'll shut off the shackle and the next movement should be right through that door, if you please."

Spider-Man felt himself able to move and in a blink of an eye, he immediately attempted to remove the shackle, but found himself electrocuted as he tried to tamper with it.

"Save the fight for Murderworld Spider-Man, trust me, you'll need it, my arachnid friend," said Arcade. "Through the doors and onto level one."

" _I can't believe I'm going to have to play through this stupid...death trap its what it is," thought Spider-Man, as he found himself moving through the doors._

"So, you're going to let me go if I get through this Murderworld?" asked Spider-Man.

"Of course," stated Arcade.

"I'm supposed to believe you," said Spider-Man.

"As a gentleman, you have my word," said Arcade with a chuckle. "Oh one more thing. No one has ever made it to the final level."

" _That's really reassuring," thought Spider-Man with a pained grimace as he stepped in and the doors to the outside of the world slid shut. He braced himself for anything._

Right in front of him, a giant mechanical creature that resembled a black widow spider had moved it right towards Spider-Man.

"A Spider Slayer?" asked Spider-Man as the robot moved in and a laser raised out of it.

"Figured we'd start you off with something that is old hat, Spider-Man," said Arcade over the loud speaker. "An old face from your past. I've studied everything about you that I could find and I want to make your time at Murderworld best tailored for you and no one else."

" _Great, a super villain that does his homework," thought Spider-Man as he avoided the attacks of the Spider Slayer, before he studied it intently. "These things always have one fundamental flaw in it that I can exploit to beat this and it shouldn't be hard to overheat this one by plugging the air circulation points at the top.."_

Spider-Man dodged an attack and did a somersault, before he landed right behind the Spider Slayer, before he raised his right arm and aimed his web shooters.

His webbing completely dissolved in a puff of smoke a split second after it left its web shooters.

" _Defective, no problem," thought Spider-Man as he moved around and prepared to change web cartridges, but when he had removed the supposed defective one from his web shooters, it burst into flames, and burned his hand. Spider-Man staggered around in pain._

"Good tactic, Spider-Man but I figured if you would be allowed to use your webbing, it wouldn't be a challenge," remarked Arcade. "So to make things more fun, a chemical compound was introduced into the air at Murderworld, quiet harmless to you, but it causes your webbing to completely dissolve the moment it is exposed into open air."

Spider-Man avoided more laser shots but he was barely able to outgun the Slayer and every time he got close, he tried to fire a missile at it.

" _Think, Parker, think, there's got to be some way you can beat this thing before it blows you to bits," thought Spider-Man but more blasts had fired right towards him. Then it struck him. "Of course!"_

Spider-Man jumped into the air and he managed to use his acrobatic skills to avoid each assault, before he planted himself right on top of the Slayer. He immediately attempted to to rip off the containment shackle around his leg.

Spider-Man grimaced as he felt the electrical charge punish his body, but the Spider Slayer Robot was short circuited. The web slinger did a flip to land on his feet, as the Spider Slayer went out of control and attempted to go after Spider-Man with its slightly damaged navigation systems. The Spider Slayer moved right towards Spider-Man but the web slinger propelled himself right over the Slayer.

The robot smashed against the wall where it turned around and then completely collapsed. Spider-Man staggered forward.

"Level up, Spider-Man!" announced Arcade. "Only eight more to go. But I do warn you, its only going to get a bit harder from here."

"I'm ready for whatever you throw at me!" shouted Spider-Man. "Give me your best shot."

"I will," replied Arcade, as suddenly, the floor had opened up from underneath Spider-Man and sent him crashing down. His spider sense had only warned him right before he crashed through and he did not have enough time before he landed on the ground.

Spider-Man rolled over dazed and he was in a dark room.

" _Shouldn't be too much of a problem, I mean, Spider-Man, walking on walls, duh, going to be able to get out of here," thought Spider-Man as he stepped over but his spider sense just went into overdrive and razor sharp spikes shot from the walls. "Okay, just a bit of a problem."_

"The clock is running Spider-Man, three minutes to find a way out of the room," said Arcade as the walls began to slowly in. "Even your spider strength can't keep these walls apart for long. Better think quickly. This is the level that seventy four point eight percent of the people who have went through Murder World have met their grisly demise in."

Spider-Man ignored the taunts of Arcade, as he tried to scale the spikes like a ladder, but an electrical charge had knocked him down right to the ground.

" _Let me think, can't climb, webbings a no go," thought Spider-Man as he thought quickly, as the walls slowly closed in. "Wait a minute, that spike looks a bit wonky, different from the others. It's got to be a switch of some sort."_

Spider-Man jumped over and prepared to put his hand on the spike, but his spider sense had stopped him.

" _Wait, I'm guessing I'm not supposed to pull this, bait for people who would figure out such a thing," thought Spider-Man as he stepped away, but he then closed his eyes. "About two minutes, Spidey, got to figure this one out."_

Spider-Man stepped around, as he saw another spike a bit higher up. It was slightly out of reach as he tried to jump for it.

"Tough luck, Spider-Man," commented Arcade. "And only with about ninety seconds to go and no way to climb, no webbing, looks like you're out of luck."

Spider-Man stepped back and then bent his knees, before he propelled himself right into the air. He managed to grab onto the bent spike on the wall and give it a slight pull, before it bent and the walls stopped.

The walls slid down into the ground and allowed Spider-Man movement to move on.

"Level up Spider-Man!" said Arcade. "I would have been sorely disappointed if you didn't defeat that level. Now onto Level Three, dance into my Disco of Death!"

"Disco of Death," muttered Spider-Man dryly, as he wondered what was so dangerous about a disco.

The floor began to light up as Spider-Man was on the edge of the dance floor.

"Level Three Spider-Man, one that only less than a fourth of the people that have ever encountered Murder World has gotten to and one that only half of those people have survived," announced Arcade. "Take the metal block on the shelf to the right and throw it onto one of the blue squares and see what happens. Go ahead, see."

Spider-Man picked up the metal block and did so. Immediately when the block touched, it was flash frozen. Then a giant laser emitted from the disco ball and blew the frozen block into dust.

"Make it across the room, without touching a blue square and you'll live to play the next level," said Arcade.

"I'm sick and tired of playing your lab rat!" shouted Spider-Man. "Why don't you fight me straight up?"

"Now that wouldn't be very sporting, I'm not a man of violence, rather a man of business and these death traps make my job so much more fun," echoed Arcade over the loud speaker. "Now onto the dance floor."

As he gritted his teeth, Spider-Man jumped right on dance floor, as he carefully bounced from square to square, his spider sense informing him should the square that he landed on turned blue.

"Now, I'm obviously making it too easy," said Arcade and suddenly the disco ball started spinning and several lasers shot out, which forced Spider-Man to bounce all over the floor. "Now I've made things much more fun!"

" _That dirty rotten coward!" thought Spider-Man angrily, as he began to just avoid and he just narrowly avoided being flash frozen, before a laser nearly cut through him. "I knew I should have played more video games as a kid instead of you know actually studying. There's got to be a way to make it across the room, I'm getting further away and more of these things are lighting up quicker...can't dodge these lasers forever."_

"This is only level three Spider-Man, looks like you're going to die," said Arcade, sounding quite disappointed. "I thought better of you, you're going backwards, are you even trying?"

" _Great, this guy is narrating my doom," thought Spider-Man. "I feel like I'm stuck in a YouTube, Let's Play."_

Angered, Spider-Man propelled himself into the air and he dodged the lasers, before he climbed onto the disco ball and gripped onto it, before he used a burst of spider strength to make it spin faster.

A bit too fast as he found out and the disco ball began to spin out of control.

" _Well this is going to suck," thought Spider-Man as the chain that suspended the disco ball broke and it began to spiral in the air but it remained airborne and propelled Spider-Man right past the dance floor and smashed him right through the wall on the other side. The web slinger rolled over, covered dust and rubbed his eyes, before he got up. "Alive, at least I think I'm alive."_

"Level three is complete, congratulations Spider-Man, give yourself a hand," said Arcade with a small amount of pride. "You're getting to the point where most are about ready to join their final reward. But don't get too comfortable now. You've just proved yourself to only be better than the average noob. Now the fun has just begun."

"I'm sick and tired of your twisted idea of fun!" shouted Spider-Man but suddenly, the floor electrified right from underneath Spider-Man and stunned him completely. A pair of masked henchmen walked out and picked up the unconscious Spider-Man.

XXXXX-XXXXX

"I don't know what's worse right now," said Harry as he looked at Liz to the side and Gwen who sat on the other side of the table, in the empty seat where Peter was going to sit. "The service in this place or Peter's punctionality. Are you sure you told him the right place?"

"For the hundredth time, yes Harry," said Gwen as she bit her lip in frustration. Worry was beginning to sit in. Peter was never late unless something bad happened and he would never avoid calling her unless something really bad happened. Harry just looked around.

"Okay, no need to get upset with me, Pete's not very dependable as of late," said Harry. "I mean, guy's never around when you need him..."

"Harry, I'm sure Peter has a very good reason for where he is," said Liz.

"That would be the day," said Harry but he leaned forward, rubbing the side of his head and wincing.

"Harry, what's wrong?" asked Gwen.

"Bathroom, something in my eye," said Harry, as he rubbed his face and walked off and Liz just frowned but said nothing. She just wished that she had the trust for Harry that Gwen obviously had for Peter.

"Maybe you should call him," said Liz to Gwen and who just sighed.

"Yeah, I think I should," said Gwen, as she looked outside. There was no sign of Peter walking down the street, apologetic because he was late. She began to call Peter's cell but she just held it to her ear and heard an ungodly amount of static. "I must be getting a bad connection or Peter's somewhere..."

" _Paranoid Gwen, paranoid, you don't know, Jameson could have called him up at the last second and he was tied up," thought Gwen as she tried again but there was no luck. "Or something could have happened to him. God, Peter, you have the worst luck in the world."_

XXXXX-XXXXX

Spider-Man's eyes began to flicker open and he found himself strapped to a giant conveyor belt by his hands and feet, spread eagled.

"The fourth level Spider-Man, one that only approximately eight percent of the people who have survived that made it this far," said Arcade as the conveyor belt began to move, as Spider-Man laid spread eagled, as he moved towards a rotating saw legs first. "You've got two minutes to figure out what you need to do or you'll be beside yourself. I should warn you that those straps are even hard to untangle, even with someone with the proportional strength of a spider."

Sure enough, Spider-Man struggled but there was not even the slightest amount of give. He could loosen them just a bit and slip out, if he was loose.

" _I can't believe I'm about to be done in the most cliched of cliches," thought Spider-Man in despair, as he tried to shift his wrist and suddenly it hit him._

He managed to trigger the release on his web shooter that still had the cartridge inside. The cartridge slipped out and burst into flames. Spider-Man's right hand was free when the strap was burned and he reached around, before he loosened the strap around his left hand. He reached forward and he quickly loosened around each foot.

As he did, his spider sense went off and the conveyor suddenly tilted forward. Spider-Man found himself down a slide and he landed right on the ground with a thud. He quickly rolled over, to avoid the saw blade impaling him.

Suddenly he was surrounded by darkness but then seconds later, the lights came back on.

"Great work Spider-Man, level four has been cleared," said Arcade but he just chuckled. "On a technicality due to the fact that one of my ways to hinder you actually helped you but that's what makes the game challenging. Now let's see you try and wiggle your way out of this one, Spider-Man!"

Several valves opened and the room began to fill with water at a rapid rate. Spider-Man looked up, but the top of the room was completely sealed off.

" _The good news, I can swim," thought Spider-Man. "The bad news is, the water pressure can kill me."_

Spider-Man walked over and attempted to climb the wall, but found himself sliding back down.

"Okay, that's not going to work," muttered Spider-Man as he held his breath, before he dove into the water.

There had to be a way out. He struggled to hold his breath as he moved around and began to dig around on the floor. It was dirt or to be more accurate mud at the moment and it had to conceal an exit point of something.

" _Jackpot," thought Spider-Man as he managed to find a vent on the ground below him. "Now, got to get it open, before I run out of room to breath. Spider strength don't fail me now."_

With a tight grip, Spider-Man summoned all of the strength he could. He felt the strain but he managed to remove the cover and he slipped inside just in time, as he dropped the cover to slide down.

" _Another slide, and this one turns," thought Spider-Man as he found himself dizzied and then he dropped down a hatch, right on a large wooden plank in between two rooms. Spider-Man got right to his feet but he nearly staggered over the side. "Whoa, easy there Spidey, one wrong step and you're going down the hard way, where it looks like a long way."_

"The sixth level and I would take my hat off to you Spider-Man, as only five percent of those who have visited Murderworld have ever made it to this level," said Arcade as he looked up and Spider-Man pulled himself up and he tried to open up the door but he found it remained unmoving. "The chasm is eight hundred and four kilometers below the earth at the bottom. Bit of a nasty spill, but one that could avoid by solving my patented logic puzzles at the other end."

"They're Rubix Cubes," said Spider-Man as he looked at them.

"They may bare a slight resemblance but they are in no way Rubix Cubes, they are Murderworld logic puzzles," said Arcade. "I'm attempting to run a legitimate theme park and copyright infringement is something that I cannot abide by."

"Wait you're willing to kill someone, but you won't engage in copyright infringement?" asked Spider-Man in confusion.

"We all have our standards," said Arcade calmly before he moved on. "Solve them and the door will open leading you to level seven. Oh and on the bottom of each side of the platform is a sandbag of equal rate. The right side is being released when the clock starts. In four minutes, you're find out how far away the bottom is. Ready, set, go."

Spider-Man moved over, as he began to sweat as he tried to figure out how to solve the cubes to get hi access to the next level.

" _Keep it together, Spidey, there's no extra lives, no redos, no cheat codes, and that whack job is going to just continue to make you sweat," said Spider-Man. "There is also no time to think this through. I have to rely on luck...yeah I'm doomed."_

XXXXX-XXXXX

"Sixth level, he's much more than our research indicated," said Miss Locke. "He might actually make it to the end."

"You say this every time someone makes it this far, Miss Locke," said Arcade. "No one has ever made it to the end. Because even I would be unable tobeat the eighth level or Muderworld. And I designed it. And the ninth level...well if Spider-Man does make it that far, he will wish he hadn't."

"Someone like him shouldn't have gotten this far," said Miss Locke. "He is reckless, immature, its almost like some kind of extra sense is guiding him."

"Maybe," said Arcade as he watched as Spider-Man appeared to hit a wall on the sixth level but there was still time before Murderworld had claimed its latest victim.


	62. Welcome to Murderworld Part II

**Chapter Sixty Two: Welcome to Murder World Part Two.**

" _Slide that around and solved," thought Spider-Man as he had solved the third logic puzzle and they all lit up, before the door opened. His spider sense started to blare insanely and he threw himself through the door. Just as his feet left the platform, it finally slid down into the deep pit. "Close call."_

"Level six cleared," announced Arcade. "Give you a pat on the back Spider-Man but you can't breath easily. Quite literally perhaps, as this level, you have to reach the top of this room by scaling up to the hole in the ceiling."

"I simply have to climb up there," said Spider-Man as he turned around as he surveyed the area. "No problem."

"Yes, but you can't climb the walls, I've lubricated them so you won't be able to stick to them for more than a split second," explained Arcade. "You're going to have to jump the platforms."

"Really, those things, no sweat," said Spider-Man in a confident voice as he eyed the platforms, seemed easy enough, but suddenly, the platforms began to spin completely and a rotating force field appeared at the very top of the hole. "Okay maybe a little bit of sweat."

"Now you've seen what is ahead of you but one more thing, to make things a bit more fun and interesting," said Arcade which caused Spider-Man to shudder. Something that was fun and interesting in the hands of this lunatic appeared to be bad news. "All of the oxygen is slowly being pumped out of this room. I say that you have about five minutes before you are in big trouble and that's only if you take really small breaths."

Spider-Man just blocked Arcade's words from his mind and focused at the task at hand. There only appeared to be a small amount of time for him to do his task and he watched as the first platform continued to rotate around him and he bent his knees and threw himself right at the platform. He grabbed onto it and pulled himself up, as the platforms began to speed up and spin, several times in a period of approximately fifteen seconds. It was very hard to stay on the single platform and there was only a small fraction of a second that Spider-Man had where the platforms were within jumping distance.

To make matters worse, they really seemed to get faster and faster. That was going to be a bit of a problem.

Okay, a really big problem.

There was no choice but Spider-Man jumped and just managed to get the platform, nearly being flung off but he steadied himself and looked carefully. The only way to the next platform appeared to be a really tall ladder that really had no time and it took some time for him to get his footing as the platforms continued to rotate. Conserving his breath as much as he could, Spider-Man gave himself a nice leap.

He just barely grasped onto the ladder but suddenly, the moment he grabbed it began to disengage.

" _Great just great," thought Spider-Man as he managed to climb up the ladder as it slid to the ground and he just grabbed onto the platform and he heard a clatter of the ladder. "Close Spidey, airs seems light, you don't have much time."_

Spider-Man stood in the platform as the structure began to speed up and he found that the platform that he was standing on had began to attract giving him less room to stand and to make matters worse, he was moments away from being flung off to his doom but he managed to jump to the next platform just before the other one had completely slid out from underneath his feet. He landed hard on the platform forcing an unnatural amount of pressure on his right knee, and clutched his knee, but he had made it to the platform.

He could not even let out the breath he had due to the decreasing oxygen but he suddenly felt the platform beneath his feet.

It was vibrating.

The vibrations were causing it to crumble to dust.

He had only seconds before he could leap.

To time a jump that was exactly right.

With no room for error. Absolutely none at all.

Through an impressive array of acrobatics and just a little bit of luck, Spider-Man stuck the jump completely, landing on the next platform which seemed to be steady and did not seem to retract.

" _Straight shoot to the top," thought Spider-Man in a dazed voice, as he felt his knees weakened. "Can barely breathe. Might only have a minute for all I know, maybe less...no time Spider-Man. You have to leap just right. And really just right. One shot and...well its going to be messy."_

Spinning at an accelerated rate above a hole with the smallest margin for error possible did not do anything to help the situation. Especially considering the fact that the oxygen was severely depleting.

It was do or die. Now or never, all or nothing for Spider-Man. He closed his eyes, held his breath, and jumped.

Time seemed to slow down to an unbearable crawl for the next few minutes.

Yet he managed to do it. He managed to pass the hole.

He almost could feel the lasers nipping at his heels.

It was a close call. All too close of a call.

Spider-Man found himself, staggered, dazed, and not to mention all too queasy as he was in a lobby area. His stomach was turning about a million different directions and he doubted that any one of them were anything close to good.

"You have cleared level seven, you're getting to the point where only two percent have made it to this point," said Arcade as he paused as Spider-Man slowly pulled his mask off. "There is a garbage can to your right if you wish to get sick. Please do not get sick on my floor. I just had it carpeted. Thank you."

Had he been in a bit more sound of mind, not dazed or confused, about ready to lose his lunch, he would not even listen to the advice of the super villain trying to kill him.

He opened up the garbage can. His spider sense went into overdrive.

A split second before he was gassed. Spider-Man's legs crumpled and he fell on the floor.

Two henchmen walked over and picked up Spider-Man to manually transport him to the next level.

XXXXX-XXXXX

"Well this is it, the end, of course," said Miss Locke as she watched Spider-Man being dragged outside of the doors.

"Perhaps, perhaps, but perhaps not," said Arcade skeptically but he watched in anticipation.

"Level Eight is unwinnable you said," said Miss Locke. "I say that Spider-Man was rather lucky to even survive that last level. He should have been sliced into ribbons at the top of the spiral."

"There is always a first time for everything, but its exceptional that Spider-Man has made it this far, with all of the handicaps," said Arcade with glee. He was almost looking forward to Level Eight. Only the best of the best had ever reached that point of Murderworld. Perhaps Spider-Man could break the that tradition."

"It is almost like you want Spider-Man to succeed," muttered Miss Locke as she shook her heads.

"Call it a morbid curiosity if you must, but I wish to see the ninth level in action, if the web slinger can even figure it out," said Arcade. "It appears that the web slinger is coming to. The game is afoot."

XXXXX-XXXXX

Spider-Man pulled himself to his feet, dazed.

" _That's the last time I open a conveniently placed trash can," thought Spider-Man as he shook his head from one side to the other in an attempt to clear the cobwebs._

"Spider-Man, you have reached level eight, a level that less than two percent have reached and approximately zero percent have survived," announced Arcade with glee. "To win this level, you have to get across the room without dying. Across the room are dozens upon dozens of traps, triggered in different ways. Should be a blast."

"And you're going to do something to make it more fun," dead panned Spider-Man as he stood tense.

"You've finally caught on to the game," cheered Arcade and suddenly the room went completely pitch black. "You have to make it across the room in the dark. Does make it clear why no one has survived this level ever, doesn't it?"

Spider-Man braced himself, as he tried to block out all of his senses. If he had any hope of getting across the room without dying, he had to rely on his spider sense and his spider sense alone.

He rushed into the room and ducked and dodged.

To the right to avoid a threat.

Spider sense blares again. Duck down and jump to the left, then slightly backwards, and then swing up.

A flaming razor sharp spear flashes. Ducked narrowly. Rolled around at avoid traps. Dodged around several more attacks.

Leap to the right.

Leap to the left.

Spider sense.

To the right again.

Jumped up.

Couched down.

To the right once again.

Spider sense is going nuts. Duck, dodge, crouch, and roll.

Duck around and go diagonal.

A few feet to the left and then give a leap forward. Dodge and avoid every single pratfall in the way.

Get smashed in the ribs. Not lethal but it hurts. A lot.

Slide underneath a threat and keep to the ground, crawling until the spider sense died down.

To the right slightly again.

Forward and then diagonal.

Avoid a barrage of traps. Slight pain but a very narrow miss. Could have been lethal.

Somersault around and avoid another attack.

Smash forward, barely avoiding falling into another trap.

Feel a switch. No spider sense. No danger.

Pull switch.

Spider-Man fell out of the room, as he began to breath heavily, as he saw his costume was slightly burned and torn in places, with a bit of blood dripping from a small cut on his arm. Other than that he was alive.

There was a small pause and Spider-Man just stood the game.

"Okay, Arcade, I've done it!" shouted Spider-Man and there was another pause, as if Arcade had been struck dumb, but only for a second.

"Level Eight...is cleared," said Arcade in astonishment. "I had entertained myself with the possibility that it might be done but...Murderworld history. Its down to this one Spider-Man. The final level. The one that you have to clear right now."

Suddenly the floor lowered, to reveal that it was a lift down to another area and it deposited Spider-Man to the ground where he was in front of a giant maze.

"Get to the center of the maze, Spider-Man," said Arcade simply. "There is a bomb in the center. Pull the shut off switch before the bomb blows you to smithereens."

"While encountering all sorts of traps, and tricks, you know to make it fun," said Spider-Man dryly.

"Not this time," said Arcade. "You have two minutes."

"Two minutes?" asked Spider-Man as he wondered if it would be able to even clear the maze in time.

"The clock is ticking Spider-Man," said Arcade and Spider-Man wasted no time as he bolted into the maze.

" _There's no way I can make it through in time," thought Spider-Man. "Can that attitude, you've got to find your way through the center of the maze. Let's see, this should be simple. Do what you did in the last level. Right, left, right, left, straight, turn to the right, right, right, another right, now a left, three doors, taken the third one. Don't have much time left, let's see, right, right, right, right, another right, a left, straight through the hallway, take a right, take a..."_

There was a loud thud as Spider-Man found himself smashed right into a solid wall. He could hear the ticking of the bomb on the other side and he tried to smash his way through the wall but it was reenforced. He reared back and tried to jump the wall but he could not make it.

"Thirty seconds, Spider-Man!" announced Arcade as Spider-Man began to sweat, stomach tensed up, as he rushed the wall, in an attempt to scale it.

" _Can't break through, can't jump the wall, too high, can't climb it," thought Spider-Man as he scrambled up the wall but he slid down. "Can't use my webbing either, because...the chemical."_

Spider-Man quickly removed his spare web cartridges from his belt and opened them, before he flung them right into the wall. They burst into flames and began to burn a hole through the wall. The web slinger slid into the center of the match and switched off the bomb, just as the countdown timer was going from one to zero.

Spider-Man let out a very pained sigh of relief. His head was thumping relying on his spider sense so much.

"Okay, I've beaten your stupid game!" shouted Spider-Man when he caught his breath. "All nine levels. Now its time for us to go toe to toe."

Several view screens appeared and the face of Arcade appeared, as Spider-Man saw him of all his glory.

"Nine levels and you've done it," said Arcade impressed. "You've completed Murderworld. Consider yourself among the absolute elite."

Spider-Man moved his way forward, to a set of doors, as he heard the voice of Arcade getting closer, not really paying much attention to what he was saying.

"Just wait until I get these doors open," grunted Spider-Man as he pushed, but he opened the door, to reveal an empty control room but then the laughter of Arcade echoed throughout

"Tough luck for you Spider-Man, I've left since the moment you were put here, I've been safely enjoying your progress from the other side of the Atlantic," said Arcade smugly, with a look that Spider-Man wanted to wipe off his face. "The Master Planner won't be pleased that his million went to waste, but he should have read the fine print. No refunds."

"The Master Planner so he was the one who hired you?" demanded Spider-Man quickly and Arcade nodded. "Who he is?"

"He didn't exactly leave his personal information I wouldn't tell you if I did know, confidentiality clauses," stated Arcade. "You know, I do hope one day someone else hires me to attempt to kill you Spider-Man. I relish the opportunity to design nine more levels, even more challenging than before but sequels seldom live up to the original."

Arcade just chuckled.

"Have a nice day, Spider-Man, its been a pleasure trying to murder you and thank you for playing," said Arcade as the screen went blank and the doors opened, as Spider-Man made his way to the outside world, the shackle on his ankle coming undone.

" _That was not fun at all and not to mention I didn't fight who was behind this," thought Spider-Man as he moved. "I am so late its not even funny. Still at least I know that the Master Planner is nervous about me, if he paid this guy to try and kill me. Anyway, now for the fun part. Explaining why I'm almost two hours late."_

XXXXX-XXXXX

"Almost two hours and when we do get our food, it was burned," said Gwen as she threw her hands into the air and she turned to Harry. "I thought you said this place was supposed to be good."

"I did?" asked Harry but then he recalled. "Must have gotten a bad turnover. Something about a change in management. At least that what I got out the chef's broken English."

"He said it was his first day," said Liz with a shrug.

"In the country?" asked Harry with raised eyebrows and the others just really shrugged but Harry just looked up to see an approaching figure. "Well, look who decided to show up,"

"Hi Liz, Harry, Gwen," said Peter, as Gwen just rushed forward in relief and hugged Peter. He whispered so only Gwen could hear him. "Gwen easy on the ribs, please, I dinged them up pretty bad."

"Sorry," muttered Gwen as she gave him a quick kiss. "Where were you?"

"Something with the Bugle, probably," said Harry. "Takes work more seriously. Dad would approve, that's a good thing."

"Yeah, Bugle, Jameson wanted pictures of a theme park where a lot of people died," said Peter quickly, deciding that a slightly exaggerated version of the truth.

"That's awful," gasped Liz.

"What was it called?" asked Gwen suspiciously.

"Murderworld," said Peter and Gwen turned away, to slightly hide a mixture of exasperation and relief.

"Well you can't fault them for truth in advertisement," said Harry with a shrug. "I mean, people die at a place called Murderworld. That's what you expect from a place like that."

"People did die though," said Gwen. "I'm surprised that Jameson let you in. What if you never really got out alive?"

"Relax, I knew what I was doing," said Peter with a slightly strained smile as he disguised the limp that he was now sporting. The adrenaline had worn off and now all of the aches and pains that went with the rigors of being a costumed hero had returned. "So, I guess I missed a good meal."

"Bad guess, Pete, the food was lousy, took almost as long as you did to get our order and they messed it up," said Harry. "Well see you around, or maybe not knowing you. Still got to remain optimistic."

"Yeah its getting late, we better go," said Liz. "Bye Peter, Gwen."

"Yeah good bye," said Peter.

"Bye," said Gwen as she looked at Peter with a searching look as she waited for Liz and Harry to drive off. "Murderworld, Peter?"

"I've taken you've heard of it," said Peter and Gwen just nodded, with a slight frown.

"I saw something about it on the Internet a while back when I was doing research, apparently some International assassin is running the thing, for high priced clients, didn't really offer that much more than that," said Gwen. "Oh and its supposed to be a high end operation designed to make sure the person never got out alive."

"Gwen, I swear, sometimes, you're too smart for your own good or rather my own good I guess," said Peter and Gwen just gave a strained smile at Peter's backhanded compliment. "And for the record I'm the first person who survived that place."

"Peter, I don't know whether to be proud that you actually managed to survive that place or horrified that you almost got yourself killed," said Gwen.

"I would go with proud myself, trust me, my bruises have bruises," said Peter and Gwen just shook her head. "It was the ever mysterious Master Planner who paid Arcade to put me through the torment."

"Did you have any idea who he is?" asked Gwen.

"Well I the only thing I've figured that he does have some kind of master plan," said Peter.

"Wow," said Gwen dryly. "And that joke was almost funny the first time you told it. It ceased to be soon after. Seriously, any idea who might be doing this."

"Well yeah, I could make a list of the people who would want to kill me," said Peter. "Be an interesting way to kill an afternoon."

"Must you make light of this?" asked Gwen.

"The only way I can keep sane, I'm taking the Master Planner very seriously, whoever he is and whatever his...master plan is," said Peter. "I won't rest until I figure this out."

"I know and that's what worries me," said Gwen, as she looked Peter right in the eyes. "At least this is the worst thing that can happen tonight."

"Way, to tempt fate, Gwen," muttered Peter shaking his head as the two walked through the city, at the twilight of the night.

XXXXX-XXXXX

Around this time, all of the programming on the major networks on television were interrupted, for a major announcement.

"My fellow Americans, it is with great honor that I finally bring to you the bill that I spearheaded," announced Senator Robert Kelly. "It a sweeping victory for humanity, the Mutant Registration Act has been passed by a significant margin. This is a brave and bold step for humanity. They will no longer fear the reprisal of mutants as they will learn that they are not above the law. Our children may sleep safely and soundly in their beds to know that from this day forward, mutants will either comply or be arrested."

"Those were the bold worlds of Robert Kelly, New York Senator just today," said the newscaster. "Kelly has been one of the most outspoken advocates for mutant registration. The act is now law as of midnight tonight and all mutants will be required to register their powers with the government and be subjected to tracking. Any movement would be monitored and those mutants who use their powers to threaten humanity will be subjected to extreme punishment. All mutants are required to report to state officials for information on when they must register. Any mutant who fails to be in compliance with this act will be arrested. The grisly incident in New York City months prior, where a team of mutants fired upon a city block with civilians has been etched in the minds of many. A situation of fear will be reversed and many are positive that this will bring about a peaceful resolution for all of humanity. One such citizen spoke out today, prominent New York City businessman Norman Osborn had this to say."

"In recent weeks I have worked closely with the government and given the studies about mutant aggression in this country, the fact that such a problem has gone unnoticed and unchecked for this long is quite unnerving," said Osborn in a cool and collected tone of voice. "As a father, a businessman, and an American citizen, I feel I must contribute to one of the largest looming threats. Mutants will overrun us if they are not kept in check. Therefore, I feel pleased to work with the Mutant Response Division in construction a state of the art facility to imprison rogue mutants who do not comply with the Mutant Registration Act. Oscorp has been working around the clock and now has the Act is in law, my company has put in overtime. Many new jobs have been created with both building and eventually maintaining the facility. The fugitive mutants currently held at the Ravencroft Institute for the Mentally Insane at the lower levels will be moved. Past performance indicates that security is far from adequate at that facility."

Osborn paused for a moment.

"I do this not to victimize mutants as many might mistakenly think but to rather help humans," said Osborn. "Since we do not have powers, mutants have us at their mercy. Mutants have none. I can play the same game if they so desire. My mind is clear and Oscorp will do its part to contain any who think that they can exert their power over us. You are not too powerful to be contained."

"MRD officers are said to be deployed to the New York area and will be in position to strike in the event mutants make their retaliation for the Mutant Response Act," said the newscaster. "We will have more information for you as we receive it."

XXXXX-XXXXX

"Please show these final gentleman to the exit," said Osborn to his security, as they moved towards the film crews. "I have work."

Osborn was left alone with Donald Menken.

"What are your plans for this facility, Mr. Osborn?" asked Menken.

"That is on a need to know basis, Menken," replied Osborn crisply. "I will tell you when there is something that you need to do. You have other projects that I require you to oversee. Go home for this evening, I will give you instructions first thing in the morning."

"Certainly you must require all hands on deck, Mr. Osborn," prodded Menken. "Perhaps I could be of some assistance..."

"Menken, you've been loyal to this company for years, but it has been taken care of and no assistance is required," replied Osborn. "Your job is not is not in peril, providing you follow my orders and not second guess me ever again. Trust me, I have everything well in hand. Is that clear?"

"Yes, sir," said Menken in a flat tone of voice as his hand tightened briefly around the handle of his briefcase.

"I knew you'd understand, now you may go home and get some sleep," said Osborn. "With your schedule, you'll need it."

Menken nodded and he left the office. Osborn sat back, to continue to work late into the night or rather early into the morning.

XXXXX-XXXXX

In the parking garage at Oscorp, Menken had a cell phone.

"Osborn seems to not be willing to let even his most senior employee in on these plans," said Menken as he slid into his car. "They are at Ravencroft, but I suspect you found out on television for the rest of the world. For a supposed genius, Osborn doesn't seem to be too bright in keeping things secret."

"Osborn, I wish to know more and I may yet want a DNA sample from him," said a voice from the other end of the phone. "This may settle your debt with me, Mystique."


	63. Hypno Hustler Part One

_The following is a special public service announcement paid for by Graydon Creed._

"Ladies, gentlemen, children, if you're human, I bid you welcome and thank you for all of your support. Previously, I had stressed to you the dangers of mutants, how they can walk through walls to kidnap our children, manipulate our minds to do whatever sick pleasures they wish, and bully us with powers that are unnatural and inhumane. Your continued support to the current preservation of the human race will allow us to grow and humanity will not be silenced by mutants. It is time to strike back but today, I bring to you awareness of a different kind. Spider-Man, is he the hero that we believe him to be and he is something as dangerous as the mutants that we have to stand up to?"

An image of the Scorpion appeared on the screen.

"Macdonald Gargan was a well respected private detective. Yet, he become the dangerous and deadly Scorpion, who attempted to murder New York City publisher J. Jonah Jameson twice. Is it a coincidence that this occurred after an encounter with the web slinging vigilante known as Spider-Man?"

An image of the Sandman was next to flicker.

"Flint Marko was a middle class man with a family, who had fallen into some hard times. Yet, he would not become the dangerous Sandman until Spider-Man entered his life."

An image of Electo appeared on the screen.

"Maxwell Dillon was one of the top electricians in all of New York City. Many high profile businesses called on him. This was before the world was introduced to the sadistic, cold blooded murderer called Electro, who killed countless in a rampage of New York just over a month ago. Dillon was respected in his field, but he becomes a hated man. Yet, would there be an Electro, if it was not for Dillon meeting Spider-Man?"

A distorted image appeared, of a menacing looking Spider-Man swinging in on a terrified group of villains, dressed in what appeared to be ragged clothes.

"Is Spider-Man worthy of your admiration? Or is he just as much of a threat as the horrors that he fights? Think wisely. Do not let hero worship distract you from the evidence staring right at you. What new horror will be unleashed on the city next? And will Spider-Man be a probable cause? Let me help you and support me. Remember, if you're not fighting this mutant problem, then you're committing treason against all of humanity."

_Support Graydon Creed and become a friend to all of humanity by sending in your donation._

**The Horrific Harmonic Heist of the Hypno-Hustler Part One:**

"Give it up Spider-Man!' crowed a triumphant voice as he sent a blast of light that knocked Spider-Man off. "You can't match watts with the Lightmaster."

"And the really bad puns have begun," said Spider-Man wincing as he got to his feet, before he jumped forward, before he bounced off of a forcefield made of light. He gave a pained grunt as he went to the ground. "And that shouldn't have hurt as much as that did either."

"My criminal career will shine brightest when I defeat you!" cried the Lightmaster, as he nearly blinded Spider-Man with another blast of light, before he knocked him on his feet. "I won't be left in the dark again! It will be a most illuminating experience."

"Please shut up and stop trying," grumbled Spider-Man as he got to his feet before he looked over his shoulder. "Shadowcat, a little help here would be nice!"

"Sorry, just finished, the guy's thugs were tougher can they looked, can you believe that this guy has thugs?" asked Shadowcat as she went intangible to avoid the blasts of light, carefully stepping around several knocked unconcious goons. "I mean, the Big Wheel had thugs and that was totally weird, but this guy, he just has a suit that manipulates light and gives off really bad puns."

Shadowcat became solid but she went intangible again to avoid it and Spider-Man tried to take advantage of the distraction by he jumping right at the Lighmaster. Lightmaster turned and blasted Spider-Man but he spiraled through the air.

"Argh!" groaned Spider-Man as he bounced off of the forcefield that appeared around him. "Okay, that's in, I'm done playing Mr. Nice Spider-Man."

Three lines of webbing shot out and they passed through the light but the Lightmaster stepped back and fired at Spider-Man's feet, in an attempt to knocked him off balance. He checked something on his suit.

"He seems very protection about those dials," said Spider-Man as he climbed on the ceiling and Shadowcat poked her head from the floor. "Shadowcat, fry them."

"Right," said Shadowcat as she squinted her eyes and dove right through the light, as she become intangible and then reached forward, and grabbed onto the dials, before Lightmaster shrieked in agony and he was knocked right off of his feet. He twitched for a minute, as the dials smoked.

"Lights out," commented Spider-Man dryly, as he saw some movement to indicate life and Shadowcat looked at him stoically for a few seconds and just smacked her palm right into her face. "I know, but I had to say it."

"Yeah, but did you really have to say it?" asked Shadowcat.

"Probably not, but it did seem like of appropriate" said Spider-Man as he webbed up the Lightmaster.

"The cops," muttered Shadowcat as she tensed up slightly. Given the fact that mutants were pretty much public enemy number one these days and she was on the scene when Electro had hijacked the X-Jet, and made it fire on the town, killing or severely wounding several, caught on camera, she was a bit jumpy about certain things.

"Good idea for you not to be seen here, back wall, there's an alleyway right out of here," said Spider-Man and Shadowcat nodded. "I'll meet you back there in a couple of minutes."

"Okay," said Shadowcat, as she carefully phased through the back wall, right when the police stepped in.

"Everyone is secure, I think you boys can take it from here," said Spider-Man and he stepped to the side, to allow the police to do there job and when he was certain it was all clear, he stepped into the alley way. "Didn't take as long as we could. Hopefully nothing else will happen today."

"It was nice to get out and not be cooped up in the mansion," said Shadowcat. "Everyone's at each others throats, and well...the fact that the MRD might break down the doors and kidnap us out of our beds any day now, its not exactly good."

"No," said Spider-Man but he had only heard about the Mutant Registration Act the day after it had passed. He had been preoccupied with a number of things, both as Peter Parker and Spider-Man. Falling leads that turned up dead with the Master Planner was especially frustrating.

" _Norman Osborn's involved too, that's not good, this prison, that doesn't sound that good but what can I do, the last thing I need is to be thrown right in the MRD prison on some trumped up charges, I mean when you look at it from a certain angle, I could be classified as a mutant and what's to make them stop at mutants if I'm not," thought Spider-Man. "All super powered heroes might need to get tagged for their own good. And then they won't stop at that. Why did anyone think this was a good idea? Especially since, I know Osborn's up to something, I just can't pin anything down on him. He's been real secretive, at least that's what Harry mentioned off hand, when he compared me to his father."_

"Hello, anyone home?" prodded Shadowcat and Spider-Man's eyes snapped up. "You zoned out for a minute."

"Just thinking about everything, about what to do," said Spider-Man.

"Peter, don't, please, Professor Xavier said its best to let everything die down, fat lot of good that's doing, but..you know what Osborn's capable of better than anyone," said Shadowcat.

"Yeah, but he's cured, or so they say," said Spider-Man. "He does seem to have it in for mutants."

"And I don't even know why," said Shadowcat. "Maybe he does remember who you are?"

"Kitty, he doesn't, he can't," muttered Spider-Man but he shook his head, as he had doubts. "Can't worry about this now. Hopefully enough people will protest this right now...and that's Gwen calling right now, I bet...hey Gwen...yeah I haven't forgotten, the big Roderick Kingsley superstore is opening today, yeah, its a shame to lose the old mall, but that's corporate America for you and at least we'll all get to hang out."

"Tell Gwen I said hi!" called Shadowcat in the background.

"Kitty says Hi, Gwen says hi, Kitty, yeah, we're going to get together some time," said Peter. "Okay, see you later, talk to you later, take care, I'll be there in about an hour, providing that I don't get kidnapped again and subjected to another murderous theme park. Yeah, but you'd be surprised, talk to you, bye, love you too."

Peter turned around, before he put the cell phone back into his bag on the side.

"Wish I could go, but I shouldn't be seen out in a public place, with all that's going on," said Shadowcat. "I could disguise myself but really, don't want to take any chances. School's going to be hard this year, but my parents want me to go and they're really tearing into us in those television ads too, have you ever seen these things?"

"No," said Peter in confusion. "Then again, I haven't watched much TV, all summer...what are they doing now."

"There's this guy named Creed, Graydon Creed I think, he's bought up a bunch of advertisments that really tore into mutants, I mean, some of the things...I don't want to even repeat them, its just what he implied, we kidnapped children out of their beds and stuff like that," said Shadowcat who looked a bit angered. "And he's brought your name into the advertisements a couple of times too."

"What did he say about me?" asked Spider-Man.

"Well not that much, but he's said that you're reckless and endangers humans, he also mentioned that you're the reason why people like Electro, Sandman, and Scorpion are around," said Shadowcat and Spider-Man winced at the implications. "He's not really hitting you hard all that much, but he's starting too I think. Its all bogus."

Spider-Man just turned around.

"He doesn't say nearly the bad things about you that he does the X-Men," said Shadowcat in a reassuring voice. "Don't worry about he, Peter, he's just a blowhard, a loon, an utter whack job, one with a lot of money, true but you can handle it."

"You seemed worried about him a minute ago," said Spider-Man seriously.

"Well we're already getting dragged through the mud, when Electro made us fire with the X-Jet, the Mutant Registration Act, and people are already getting rounded up in their beds, accused of being mutants and thrown away never to be seen again, we don't need someone like Creed making it worse," said Shadowcat but suddenly a whirling from above had broken this train of thought. "What's that?"

Spider-Man turned slightly, to shake his head and then he saw a small miniature helicopter with two goons above, who began to dump several fliers into the city below and behind them, a small light multicolored vapor trail appeared around them, as they continued to circle around the city.

"Obviously something that is breaking some kind of city sanitation code," said Spider-Man dryly as he stepped over, before he took a look at one of the fliers careful not to touch it, not knowing what might be on it. "Things are looking up."

"Things are looking up?" asked Shadowcat in confusion. "What is that supposed to mean?"

"I could be totally off base, but I'm guessing that it has something to do with that," said Spider-Man, as he pointed upwards and Shadowcat followed to see a giant blimp above, with the letters H.H. Blinking on it.

Suddenly a rhythmic humming echoed from miles around and immediately, Spider-Man's spider sense went into overdrive.

" _There's only one thing that makes my spider sense go so insane and erratic," thought Spider-Man through the ear splitting. "Now, its got to be...mind control...The Hypno-Hustler of course!"_

"Kitty, cover your ears!" managed Spider-Man but she stood transfixed and sure enough, those standing right in the street had stood transfixed as well. Spider-Man ignored the splitting, to shuffle through his bag and he pulled his mask up slightly, before he took out two electronic ear buds and plugged his ears, adjusting them, until it had completely blocked out the frequency the Hypno-Hustler was using to hypnotize people and sure enough his spider sense dulled. "There, let's see what this guy wants."

"Greetings citizens of New York!" called the Hypno-Hustler in a loud boisterous tone of voice. "You're now under my harmonic control. This is merely just a test, for a far grander hit in mind and you will march to my tune soon enough! You see, I've managed to hustle my share of night clubs, private parties, and the odd high school prom, but today, I have a more bigger prize in mind, a grander scheme of dreams. My dream is coming true. No one can save you from my control, not even Spider-Man, because the last time we met, he fled in terror from my poetic power!"

"Hey, hey, I think that happened a little bit differently than you remember!" shouted Spider-Man, as true enough, he had to answer a very important distress call from the X Mansion. "And I'm arguing with someone who can't even hear me."

"I'm sure many of you might be unfamiliar with me, as I'm the Hypno-Hustler, the kickiest cat in all of New York City," said the Hypno-Hustler. "Like all people out there, I have a story to tell, and its quite tragic. I will share you in song form!"

"Please don't, please don't, please don't, please don't, please don't, pretty please with a cheery on top" muttered Spider-Man but he winced, as the music began to start up and the Hypno-Hustler began to sing, which caused Spider-Man to give a loud protracted groan.

" _And I kind of have to listen to this, because I might reveal his criminal scheme, like a villain would," thought Spider-Man. "Stay strong, Pete, this is going to hurt...well its going to hurt a lot"_

**On this day, I come a spin you a tale of woe.**

**It is more harsh than anything that you would never know.**

**It is sad, but true, between me and you.**

**This is the story that you can see.**

**The story of how the Hypno-Hustler came to be.**

**I started but a middle aged child in the suburbs.**

**Just me and my mother, she tried to control me like no other.**

**For the time, I was born, I had a dream, one that could finally set me free.**

**She wished for me to be a great scientist, I wished to be in the band.**

**There was a situation that was most awkward at hand.**

**Music was my passion, this fact cannot be denied.**

**One year, I wanted a guitar, but that was not what my mother supplied.**

**It was a chemistry set, and yet I wondered why.**

**My budding gift was something that she continued to deny.**

**For the day after day, month after month, I was pushed to the career of science.**

**A career that I never had it in me, not at the slightest.**

**Throughout grade school and high school and college, I acquired the knowledge**

**Of how to be a scientist, but it never was something that I wished to learn.**

**My passion for the art of music still to earn.**

**For one day, I was at the lab, when an horrific accident was to be had.**

**I never knew that those two chemicals were not to be mixed.**

**I had no idea, not at the slightest.**

**I had no aptitude for science.**

**On this day, the webs of fate had spun.**

**The harsh truth was realized for one.**

**But it was not for me, rather it was reality.**

**This is the story that when the chemical blew, my aspirations only flew.**

**This is the story of how the Hypno-Hustler can to be.**

**Cover in the toxic brew, I felt that I was in the stew.**

**Yet when I woke up, I could sense around everything.**

**The wonder that music will bring, I was atunned, to the notes that affect the human mind.**

**The chemicals had altered my reality, the perceptions that I could see, what I had been denied.**

**From the scraps of wood from that table, I could make the guitar that was mine.**

**For a simple strum of my guitars, the weak minded, the simple minded, were under my hypnotic trance.**

**With my harmonic tones, I could make them bend to my song and dance.**

**Once my mother could see, she tried to crush my hopes and dreams.**

**Yet, her control on me was not what it once seemed.**

**Therefore, I played her a tune, so that my mother could knew.**

**That she was the cause of all of this.**

**In her zeal for a scientist, she had given birth to my powers, you can be assured of this.**

**My mother felt great remorse, I convinced her of what she must do.**

**Out of the tenth story window she flew.**

**From that day forward, I had realized my power.**

**I could control my foes or simply make them cower.**

**My guitar will bring you to your knees.**

**Even a blind man can see.**

**Soon, all will be a part of how the rise of the Hypno-Hustler came to be.**

Spider-Man stood in the middle of the street, eyes widened, struck dumb by the song before he shook his head and everyone around seemed to be shaking their heads as well.

"Huh, what happened?" asked Shadowcat, which brought Spider-Man and several other people looked on in confusion.

"A really bad musical number," said Spider-Man as he fished through his bag. "I think I have a couple more pairs in here...ah here we go...put those on, adjust the frequency to 8.4 to the right, and we're going to follow that blimp. That's going to lead us to the Hypno-Hustler."

"The who?" asked Shadowcat in confusion.

"The Hypno-Hustler," repeated Spider-Man.

"Isn't that the guy with the giant mechanical wheel, no wait that's the Big Wheel, and that's not the chick who tried to blast you with a hair dryer that wasn't even plugged in, that's White Rabbit, " said Shadowcat before she caught it. "Oh that's that weirdo in the go go boots, that crashed your prom."

"Yeah he ruined my prom night, he made me listen to a horrible music number...and he also might commit a crime," said Spider-Man, as Shadowcat hung on, as they swung throughout the city, in an attempt to follow the blimp as it continued its progress.

XXXXX-XXXXX

In an abandoned music studio, the Hypno-Hustler stood, to address his Mercy Killers. Dressed in a sequined white jump suit, with a cape, goggles, white head phones, a single white glove, and go go boots, he stood, showing three gold teeth as he smiled.

"Merely a test run, as I've proven that my powers can blanket the entire city for a short amount of time, given the proper circumstances," said Hypno-Hustler, as he held his guitar and the door opened, to reveal two people who were in the miniature helicopter. "And my opening act is back, excellent."

"Dropper the fliers just like you told us to, Hypno-Hustler and sprayed that stuff into the city. Circled the city three times to make sure everyone would get a whiff of it, whatever it is."

"It will allow people to be at ease with my harmonic tunes and just go with the flow," said Hypno Hustler with a grin. "Now, I've set the first note of my caper in motion, now its to set the stage for the biggest, most profitable venture of my criminal career. My dream is to amplify my hypnotic tunes by a thousandfold, putting entire cities underneath my control, to dance, to do my bidding. But naturally, you've already knew that, since we're all in this to make a killing."

The other members of the Mercy Killers, along with several alternates and opening acts that just doubled as hired labor, just nodded, as the Hypno-Hustler moved over, as he held his beloved guitar and strummed a few notes on it.

"Now, the biggest gathering in the entire city, all the people, handing their money over to me," added Hypno-Hustler, as he held a newspaper. "The two hundreth and ninety fifth Roderick Kingsley megastore is having its grand opening today. The entire city, including some of the most rich and famous are going to be there, with disposal income to buy and donate to the charity drive. All of which is ripe for the hustling!"

"But, there are going to be cops everywhere, surely we can't pull of a heist like that?" asked one of the alternates.

"It will be pulled off, its already being pulled off right now," said the Hypno-Hustler. "The sound system is state of the art as well, just plug in my axe, and we'll be able to rock the entire city."

At this time, Spider-Man and Shadowcat had arrived and had opened the window slightly to hear what was going on.

"Now, everyone, we're ready to roll, the grand opening is an hour and we want to be there to fill in for the music act, that I convinced to take a wrong turn on their way there," said Hypno-Hustler. "Now, to the biggest gathering, its going to be time to make a killing at the Kingsley Megastore."

"He's going to loot the Kingsley megastore opening," muttered Shadowcat but Spider-Man just looked at her. "Yeah, I know, he just said it, but I wasn't sure if you heard him or not."

"Not if we stop him," said Spider-Man, as he swung down and Hypno-Hustler backed off, before he saw that Spider-Man was right in front of him. "Sorry, we've had a last minute change of plans and your next act will be playing for the patients at Ravencroft where you'd be right at home.

"I'm not insane, I'm a systematic singing sensation and even you will be dazzled by this tune ," said the Hypno-Hustler, as he held the guitar and began to play.

**You'll be dancing to my tune.**

**Really soon.**

**Swinging from you webs.**

**My music will be in your head.**

**Hypno Hypno Hypno Hypno-Hustler**

**(HUSTLER!)**

**Make notes on my guitar**

**My range is very far.**

**You might call my choice of attire to be bizarre.**

**But soon you will be dancing around the room.**

**Hypno Hypno Hypno Hypno-Hustler**

**(HUSTLER!")**

Hypno-Hustler stopped playing as Shadowcat dropped down, humming the tune to the song she just heard, before she stopped, absolutely horrified, but she could not stop it going through her head.

"Great now I've got that stupid tune stuck in my head, " groaned Shadowcat. "I guess I'm going to have to beat you up until it gets out."

"But how, you should be dancing to my tune, both of you, under my control, so I can take this shown on the road" said the Hypno-Hustler.

"Well we're not," said Spider-Man. "And we're going to take this show off the road."

"Alternates and opening acts, show these two party crashers what we do to them, when they're not on the guest list!" shouted the Hustler, as he turned around, as the Mercy Killers followed him. Shadowcat went intangible, as two goons jumped right at her and then crashed into a crate.

"Uh, what are these things?" asked Shadowcat, as she held up something.

"They're called records," said Spider-Man as he got a good look. "That's what people used back in the day to listen to music."

"Weird," said Shadowcat with a shrug, as she threw the record right at the head of one of the henchmen. She picked up several more and began to flung them right at them, causing them to be staggered. "Well, they're clunky, and unpractical and I can't see them being very portable, but they make good projectiles."

Spider-Man webbed two of the henchmen as Shadowcat flung more records, before she became intangible.

"I don't mean to be a spoilsport, but the Hypno-Hustler just made his way out the back door," said Spider-Man, as he knocked a stack of boxes right on top of several members of the gang and then webbed them together.

"Well we do have some problems," said Shadowcat, as one of the henchman tried to nail her right in the head with a set of drums but they went right through her. He looked confused and she phased right to the floor, before she pulled the henchmen below, causing him to scream in absolute terror, before he popped right back up, cracking heads with another henchmen, who tried to take a look at where his fellow gang member had.

"Should be the last of them, right now," said Spider-Man, as he webbed another up to a set of multicolored lights that began to swing around and around. Another henchmen tried to sneak right up on Spider-Man, but Shadowcat leaned back, phasing through a box, which released the set of lights, causing it to fall right on the top of his head.

"No, that should be all of them," said Shadowcat, as she held onto Spider-Man's arm and quickly made them intangible, as they passed through the door outside.

"Shouldn't be too hard to find him," muttered Spider-Man as he watched a large multi colored bus, drive into the streets, with a revolving disco ball sending multicolored lights into the air and fuzzy dice in the mirror.

"He's making it really obvious," said Shadowcat as she rolled her eyes.

"Almost too obvious," said Spider-Man as he swung around, to find another set of tire tracks.

"What are you doing, the Hypno-Hustler is going that way?" asked Shadowcat.

"No, that's what he wants us to think," said Spider-Man, as the two moved off to see a very plain looking van driving from the direction of the hideout.

XXXXX-XXXXX

"I think we've given the web head the slip," said a band member as he looked over his shoulder.

"Yeah, you've got it, that cat, won't be able to dig us going around in such a square ride," said the Hypno-Hustler as he looked over his shoulder in the rearview mirror. "Blast, the web slinger's right on top of us. I thought that plan would work."

Hypno-Hustler just moved to the back of the van, guitar opened up as the roof of the van began to slide up, as he began to strum the guitar, right at Spider-Man began to get closer.

"That won't work on us, you might as well just put that thing away!" shouted Spider-Man but the Hypno-Hustler just gave a knowing grin.

"Right, time to kick it into high gear," said Hypno-Hustler, as he cranked up the volume and began to belt a loud tune.

The buildings that Spider-Man was swinging from had begun to rumble and crack as the Hypno Hustler's speed increased.

"Brace yourself, this might hurt, a little," said Spider-Man, as he jumped down with Shadowcat.

"Or a lot," muttered Shadowcat.

"Or a lot," agreed Spider-Man, as even with the ear plugs in, there was still a dull buzzing, as both of them had crashed towards the ground, with Shadowcat phasing through the ground at the last second, to prevent them from hitting too hard.

Then were pulled right back into the street, a bit shaken up and a bit battered, but otherwise fine but the Hypno Huster stared them down, before he switched the polarity of the amplifier and immediately, the other members of the Mercy Killers placed ear muffs on, with the Hypno-Hustler stood back.

"Get the guitar if you can!" shouted Spider-Man, as he aimed his web shooters, but the Hypno-Hustler struck a few notes, which send a sonic pulse. Despite the plugs in their ears, they were knocked off balance and quickly rendered unconscious in a matter of seconds.

"Out light a light, my performance has rendered these two cubes speechless," said the Hustler, as he stepped over, before he felt for a pulse. "Still alive, but we'll fix that up real nice pretty soon. We need to make a quick detour right before we hit the scene in the Kingsley opening. Our old nightclub is just around the corner and that should be the final curtain for our two gate crashers!"

The Mercy Killers just hoisted up the unconscious forms of Spider-Man and Shadowcat and threw them right in the back of the van with dastardly intentions in mind.


	64. Hypno Hustler Part Two

**The Horrific Harmonic Heist of the Hypno-Hustler. Part Two:**

There was a haze and a mind numbing buzzing in their ears before they slowly woke up.

"Uh, did anyone get the number of the truck that ran me over," grumbled Shadowcat as she shook her head and tried to move, but she found that she was tied up and she looked over. "Spidey, Spidey, Spider-Man, WAKE UP!"

"Five more minutes," mumbled Spider-Man groggily which caused Shadowcat to look at him with an exasperated look. If she was able to move, she would have kicked him, really hard.

"We don't have five more minutes and we're like about to get toasted by the Hypno-Hustler," said Shadowcat. "If I get killed by that guy, I would die of embarrassment. You know, if I wasn't already dead from the you know dying."

"Yeah, I get what you're saying," said Spider-Man as he tried to struggle out. "Kitty, you can phase us out, please tell me..."

"With this splitting headache I can't concentrate long enough," said Shadowcat as she closed her eyes but she felt a ringing sensation that impeded her concentration "Trust me, you don't want to get stuck halfway inside an object. It hurts. I mean, it really hurts."

"Awake, excellent, I would hate to see you snoozing with your demise," said Hypno-Hustler. "I wish for you to be awake, when you see the crime of the century. Soon, the entire world will be witness to the biggest caper in New York. The Kingsley Megastore will be raided and will be rattled by the horrific harmonic heist of the Hypno-Hustler."

"The horrific harmonic heist of the Hypno-Hustler," dead panned Spider-Man.

"Wow, that's a mouthful," said Shadowcat before she turned as far as she could. "Bet ya can't say that three times fast, Spidey."

"The horrific harmonic heist of the Hypno-Hustler, the horrific harmonic heist of the Hypno-Hustler, the horrific harmonic heist of the Hypno-Hustler," said Spider-Man without missing a beat.

"Wow, not bad," said Shadowcat. "Now try the Sinister Six stole seventy seashells by the seashore."

"I don't mean to break up the game that you're doing, but I'd like to get this show on the road, so you all need to chill, so I can break it down for you," said Hypno-Hustler, sounding a bit agitated.

"Sorry, my bad, we'll try and be more considerate to the psychotic nutcase who's trying to kill us next time," said Spider-Man.

"Yeah, but if we let him talk, we'll die of boredom," said Shadowcat.

"You have quite the mouth on you for someone who's just the arachnid's lackey," said the Hypno-Hustler swiftly.

"Lackey!" screamed Shadowcat. "I'm not going to be called a lackey by some third string, lame D List Bad Guy!"

"Hey now, while I might not be the most prominent cat in the criminal underworld, let me lay this on you, kid, I'm pretty happening my own way," interrupted the Hypno-Hustler. "Once this caper has reached its apex, we'll be swinging with the dragons and riding with the pixies all the way to the top."

The other members of the Mercy Killers looked strangely at their boss, before they shrugged and looked into space, whistling nonchalantly.

"Us D List Bad Guys as you call us, are what makes this city the most happening place in the criminal underworld," said Hypno-Hustler. "I've got a kicking little ballad that will lay some knowledge on you of why us D Listers are where its at and why the big bads wouldn't be so rad without us."

"You just had to provoke him into singing another one of his stupid songs, didn't you?" said Spider-Man to Shadowcat agitated voice as he tried to free himself, but whoever had secured him had done it well, as the Hypno-Hustler had cleared his throat, as he strummed a few notes on his guitar.

**You can have your Doctors, both Octopus and Doom.**

**Everyone trembles in terror, when the Red Skull enters the room.**

**Goblins and Kingpins and Scorpions as far as can be spied by the eye.**

**Galactus eats planets because he has to, no matter how many will die.**

**The Mandarin connects his rings and Kang will conquer.**

**The Brotherhood of Evil Mutants terrors all, everyone beware.**

**Magneto can attract metal as simply as turning on a switch.**

**And here comes the Juggernaut, bitch!**

**Despite all the powers, influence and respect, these villains demand.**

**Without us D-Listers, they would have nothing near the command.**

**White Rabbit has a shrill voice that would make you want to shoot.**

**Plant Man is a character with very deep roots.**

**The Matador is a load of bull and The Big Wheel is out of gear.**

**The Scarecrow(no not that one) is not someone that we should fear.**

**Ladies and Gentlemen, here comes the Circus of Crime**

**The Red Ghost and his super apes are a product of another time.**

**Some of those criminals might not be somebody you know.**

**Some might be just a guy called Joe!**

**We are the D-Listers and we have our place.**

**We might not be the first to win the race.**

**It is our time to be respected and get our just due.**

**No matter how pathetic we might seem in your view.**

**Others might scoff at us, in their place we would.**

**The D List villains will be the ones to make the super villains look good.**

**And to you heroes would your triumphs seem as heroic, as grand, without that.**

**Without us, those evil doers would not look too evil and this business would seem very flat.**

Somehow, Shadowcat managed to concentrate long enough to slowly phase her way out of the ropes. One of the Mercy Killers spotted her, but she knocked him out with one shot, before he could warn the Hypno-Hustler.

**Time is running short.**

**Our plans might seem to be fruitless, it might time to abort.**

**Yet, whether its the Grizzly or the Walrus or The Gibbon or the Kangaroo.**

**The world of crime sometimes seems like a zoo.**

**The Lightmaster is none too bright, Blizzard's schemes run cold.**

**If he catches your grammatical errors, Spellcheck will make sure you're told.**

**The Trapster's history doesn't seem like a major feat.**

**Mostly because he's trying to live down that he was once called Paste Pot Pete!**

Spider-Man was now free, thanks to Shadowcat, and both were making short work of the the Mercy Killers knocking them around, one by one, as the Hypno-Hustler continued his singing undisturbed.

**We are the D-Listers and we have our place.**

**We might not be the first to win the race.**

**It is our time to be respected and get our just due.**

**No matter how pathetic we might seem in your view.**

**Others might scoff at us, in their place we would.**

**The D List villains will be the ones to make the supervillains look good.**

**And to you heroes would your triumphs seem as heroic, as grand, without that.**

**Without us, those evil doers would not look too evil and this business would seem very flat.**

**The Kingpin has nothing to command if there are no schmucks to take the fall.**

**Without us, Doctor Octopus wouldn't seem as all the ball.**

**We help keep the heroes occupied, to allow the big guys to plan, to plot.**

**We don't get too much recognition, not a whole lot.**

**The world needs balance, without us it would not scale.**

**Without us when the supervillian's schemes blow up in our face, it will be even more of an epic fail.**

**Its not really that can be hidden, we're not masterminds, we're just trying to make it in this world.**

**Sometimes all it takes is a fancy outfit and a gimmick to given this career a whirl.**

**Not all of us will be respected, I'm not a fool.**

The music stopped, as outside of the window, a certain Merc from the Mouth stopped and waved.

**(For a completely random and unneeded cameo apparence, hi I'm Deadpool!)**

Deadpool turned and walked off whistling, and the Hypno-Hustler continued like nothing out of the ordinary had happened, unaware, that Shadowcat and Spider-Man were in the process of finishing off his Mercy Killers.

**We are the D-Listers and we have our place.**

**We might not be the first to win the race.**

**It is our time to be respected and get our just due.**

**No matter how pathetic we might seem in your view.**

**Others might scoff at us, in their place we would.**

**The D List villains will be the ones to make the super villains look good.**

**And to you heroes would your triumphs seem as heroic, as grand, without that.**

**Without us, those evil doers would not look too evil and this business would seem very flat.**

**So the time has come for the end.**

**It is time for your spines to bend.**

**It just proves that we are going to be the ones to do the crime.**

**Tonight its your time.**

**the end has come at least.**

**Good night.**

**Good riddance.**

**With gratitude.**

**With glee.**

**When I'm done its time for the Hypno-Hustler to flee.**

The Hypno-Hustler turned around but he spotted his Mercy Killers on the ground, except for one. One dove at Shadowcat, but she dropped to the ground and he landed confused, before Spider-Man jumped on his back and wrapped webbing around him to secure him.

**Impossible you're free.**

**Nevermind, you're not not going to stop this crime spree.**

**So this twisted symphony has come to an end.**

**Your lives are something that at another time I will amend.**

**I have a timetable to keep, time to bring the house down.**

**Just remember, I might not be grand.**

**But I'm the Hypno-Hustler and against me you won't stand!**

Hypno-Hustler let off a loud guitar blast, that caused a sizeable chunk roof to cave in and Spider-Man had to quickly shoot several lines of webbing to hold the roof up as the Hypno-Hustler tapped his heels together and miniature rockets retracted from his go go boots, his sequined cape fluttered, as he rocketed through the window.

"He has rocket powered Go Go Boots," said Shadowcat in numb shock.

"Of course he does," dead panned Spider-Man but suddenly, his spider sense went off completely as the support beams began to collapse. The half conscious band members had managed to either walk out or be dragged out, as the entire hideout was collapsing right around Spider-Man and Shadowcat. Spider-Man grabbed onto her and began to swing out of the building, but it was very hard to deal with falling rubble.

"We're not going to make it," muttered Shadowcat but Spider-Man just closed his eyes, trying to calculate what would be the least painful area of exit and he managed to maneuver them around.

"Go intangible, right now," said Spider-Man sharply and Shadowcat closed her eyes and they went right through the rapidly collapsing wall, just managing to get back on the others side of the street. "Okay?"

"I'll let you know when my stomach manages to catch up with me," said Shadowcat with a weak smile. "You never cease to amaze me."

"I do try, but when we got out, I think we got further away from Hypno-Hustler," said Spider-Man as he squinted and managed to catch a gathering crowd and fireworks. "The Kingsley Megastore, the grand openings in five minutes and the concert...its one large benefit, for the benefit of the Hypno-Hustler. If you're not feeling up to it, you don't have to come..."

"No, I'm okay, just a little dizzy, trying to phase in that situation isn't exactly the most pleasant thing in the world," said Shadowcat, who decided now might not be the best time to tell the web slinger that they came perhaps a half a second away of being stuck in a wall just as it was crumbling. She did not quite know the physics of what would have happened but it would have been fatal. "So, how are we going to stop him? The last two times, we've kind of been embarrassed."

"This time, I've got a plan," said Spider-Man.

" _Or at least I think I do," thought Spider-Man. "Oh well, better than nothing."_

XXXXX-XXXXX

The entire crowd was assembled at the newly created Kingsley Megastore(the fifth in the state), as Roderick Kingsley made his way to the stage, with a pair of armed bodyguards.

"I am pleased to introduce the brand new Kingsley Enterprises Megastore, where all of the goods that you've come to know and use will be available and much more," announced Kingsley in a proud voice, as he looked around. "I hope to make today the best opening of one of my megastores, but only you, the citizens of New York can do so, by opening your hearts and your wallets. Half of the profits of today will be donated to charity. So please keep that in mind as you prepare to shop on this day. Now, right now, to dedicate the opening of the store, please enjoy this free of charge musical performance by one of the top underground bands in New York..."

"Thank you, Mr. Kingsley," said Hypno-Hustler, as he walked up and grabbed the microphone, with the guitar in his hand. "Ladies and Gentlemen, the entire city of New York is really ready rock."

"You're not the band I hired," protested Kingsley roughly, but two of the Mercy Killers grabbed Kingsley and pitched him off the stage, laughing.

"The other band was indisposed, a tragic accident, with their tour bus driving off of an unfinished bridge, we're going to dedicate this performance to them," said Hypno-Hustler as a couple of security guards moved forward but a note he had strummed had put them in a trance and once the amplifier was turned on, he strummed out a few notes. "Now, don't fight it, you're minds are opened up, thanks to my magic dust that I spread throughout the city, so just relax, there's no harm, there's no hurt, there is just the Hypno-Hustler! Who has you under your control?"

"The Hypno-Hustler," droned the crowd.

"Who are you going to obey?" asked Hypno-Hustler with a fist raised.

"Hypno-Hustler," droned the crowd.

"Who do you adore?" asked Hypno-Hustler in a booming voice.

"Hypno-Hustler!" chorused the crowd in their monotone.

"Who's going to stop me?" asked Hypno-Hustler as he waited in anticipation with the crowd.

"Spider-Man!" droned the crowd and Hypno-Hustler looked confused, but Spider-Man had swung down right outside of the crowd.

"You must be spending all your time in Squaresville if you think you can attack me when I have about four hundred or five hundred people under my power!" called Hypno-Hustler as he strummed a tune. "Plus, you would never harm any harmless civilians."

"You're right, I'm not going to fight you," said Spider-Man as he managed to see Shadowcat sneaking in from the other side, as she walked towards the sound system. He needed to keep Hypno-Hustler occupied for at least another minute. "The only thing I'm going to fight is the urge to vomit if I hear another one of your awful tunes."

Hypno-Hustler, just snapped his fingers, but the Mercy Killers turned around and caught Shadowcat right on the stage, but she became intangible and dove right through it, before she slid out from underneath him.

"Stop them, in any way you can!" yelled Hypno-Hustler, as the group of zombified citizens just moved forward and began to aim punches right towards the ribs and the head of Spider-Man, knocking him around.

"Hey, stop, that, hey that was a little low!" shouted Spider-Man wincing as he was hunched over, before he attempted to scale the walls, before he was pulled back down into the masses and beaten down, as Shadowcat was caught in the crowd was well.

"Well this didn't go...as planned," said Shadowcat weakly as she dropped to the ground and came back up to grab Spider-Man by the arm, just as he was smacked right in the face by an old lady.

"Understatement, much," said Spider-Man, as they moved around and Spider-Man spiraled up, before he grabbed a rope, bringing down a tarp to slow down his pursuers. "That should slow them down."

"But not stop them?" asked Shadowcat, as they moved around, as it did not trap everyone. "How did you stop them last time?"

"I rang the fire alarm and everyone got out of their trance," said Spider-Man. "And I don't see any fire alarm around here, do you?"

"Nope, we're screwed," said Shadowcat, as she ducked around, but they ran into another wall of people, including Gwen. "Oh, hi, Gwen...hey that hurt!"

Gwen had just promptly just punched Shadowcat right in the face, but Spider-Man had grabbed her from behind and pulled out another pair of ear plugs, as he shot several lines of webbing, to ensnare the crowd and to partially block them from advancing.

"Adjust that, slide that into there, put slot A into Tab B, twist that, push that, and there," said Spider-Man.

"Huh, Pet...Spider-Man, what's going on?" grumbled Gwen as she shook her head. "And why does my hand hurt?"

"Maybe because you punched me as hard as you could," said Shadowcat, as she rubbed the side of her face.

"Oh, my God, Kitty, I'm so sorry," said Gwen in a horrified voice but Shadowcat waved her off.

"No, no sweat, that sequined nutcase put you under his control," said Shadowcat. "Just think, about four hundred or five hundred or more of those things and you should have everyone out of his control."

"Not going to work, because that was the last pair I had," said Spider-Man and suddenly the crowd moved. "My webbing isn't going to hold for that long."

They quickly ducked out of an alley way.

**By now, the web slinger and his companion have been sent straight to the ground.**

**As to my tunes, you're will is still bound.**

**Tonight is the day where I want to collect.**

**Open your hearts and reflect.**

**For I want you to dig down deep.**

**Of the benefits I shall reap.**

"Can we please shut him up?" asked Shadowcat as she threw her hands up.

"No, he's revealing his plan, we need to block that sound system, bring people out," said Spider-Man.

"Well, didn't you pull the fire alarm at school when he put the entire prom under his control?" asked Gwen.

"Yes," said Spider-Man. "But there's no fire alarm out here, is there?"

"No, but there has to be something shrill that can override it, right?" asked Gwen but she frowned.

**Everyone come forward.**

**One by one.**

**Checks, cash, credit, stocks or bonds, anything will do.**

**All I need is a donation from you.**

**Perhaps I could see that today the biggest heist in criminal history.**

**The world is going to see the final chapter of the story of me!**

**So open up your wallets, your purses, and your pockets.**

**Open them wide and one at a time.**

"Remember that time when Flash Thompson plugged a wire into the school's sound system and plugged it somewhere it shouldn't be during the football game during our Freshman year?" asked Spider-Man.

"My ears are still ringing and that was years ago," said Gwen as she winced. The feedback loop was a loud, shrill annoying sound.

"Go forward, pretend you're still under his control, we'll keep the Hypno-Hustler busy, you need to switch the plug of the sound system one slot down," said Spider-Man to Gwen.

**That's it, don't hold out.**

**Don't be shy, don't be greedy.**

**Open your pockets, to one that is truly needy.**

**My dream is to continue but I need your help.**

**My mother must be looking up at me with scorn in her eyes.**

**But even she cannot deny.**

**My ambitions are strong.**

**And my powers are stronger.**

**Dance my puppets, open your wallets.**

**This groovy, glistening cat, will not deny.**

**That I'm the king of all that is grand.**

"Here's a song for you, its called all webbed up" shouted Spider-Man as he swung right in, but the crowd had grabbed his ankles. Shadowcat pulled him down through the crowd, but they were trapped in the middle, trying to shove their way out.

" _We've got to hang in their, got to buy Gwen some time, hopefully she can get up there," thought Spider-Man, as he was being pummeled, and Shadowcat was not faring much better._

**Next, yes a check with a lots of zeroes.**

**Yes, a credit card, with untainted credit, you're my hero.**

**Pennies, nickles, dimes, quarters, any coin will do.**

**Or you can make it paper, in fives, tens, twenties, fifities, and one hundred dollar bills too.**

**All this is adding to my dream.**

**The time where I can be considered the one with the grandest scheme.**

**You see this city is financing a quite a bigger caper.**

**The time where everyone around the world can hear my melodies.**

Spider-Man suddenly swung right over the crowd, ducking and dodging, before he made his way right to the Hypno-Hustler, but he was pulled off the stage by some people nearby and once again attacked. Hypno-Hustler and his men opened up their bags, as Gwen reached the front.

"Come on, you can do better than that can you!" shouted Spider-Man to the Hypno-Hustler.

"Hold him, please, I want to look him in the eye, before I finish him off," said Hypno-Hustler, as a knife slightly retracted right from his boot as the Mercy Killers piled on Spider-Man and Hypno-Hustler stepped forward, and grabbed the mask, as Spider-Man was held.

**Now the time, its for you to get out and look in my face.**

**Face to face, I'll see yours, time to quicken the pace.**

**The mask comes off.**

**For the world can see.**

**Your secret identity.**

**The web becomes untangled.**

**Unhinged.**

**Unraveled.**

**Unspun.**

**Soon the world will see what lies underneath.**

(The mask is pulled up as Spider-Man struggled)

**Don't deny me.**

(The mask is pulled halfway over his nose)

**Tonight the world sees who is under the mask.**

(The mask is nearly off)

**Behold, Spider-Man unveiled!**

The mask is pulled off and the face of Peter Parker is revealed to the world with the Hypno-Hustler looking at him, with irritation as he had no idea who this person was underneath the mask.

"Congratulations, you're truly brilliant, you exposed my face," said Peter dryly as he watched Gwen from behind the gang out of the corner of his eye. "I would applaud you, if I could move, but considering you just unmasked me when everyone was off in magic pixie land thanks to you putting them in the trance and they won't remember this when they wake up, you didn't think this through! So good going, genius!"

"What a drag, Spider-Man is a nobody, such is the world that we live in," said Hypno-Hustler, as he reared back his boot, in an attempt to kick Spider-Man in the throat, right with the knife, just as Gwen had switched the plugs and quickly slid off the stage.

A loud shrill siren echoed throughout the entire town and the Hypno-Hustler was staggered, several people in the crowd, staggered clutching their heads, as Shadowcat came from the ground and grabbed Spider-Man's mask and then the web slinger himself, before they went intangible, right as the sound system began to smoke and there was a loud pop.

"No, this can't be, my beautiful symphony!" cried Hypno-Hustler, as he dropped to his knees but the entire crowd was still shaking off the affects and he grabbed the bag of ill gotten gains. "Time to blow this joint, my Mercy Killers!"

"While I'm sure that would be something that you do quite often, that's not going to happen, you and me, Hustler, if you think you can handle it," said Spider-Man as Hypno-Hustler just looked around and realized that his sound system was blown when it was tampered with and he stepped back, but Spider-Man had webbed his boots right to the stage, to prevent him from blasting off.

"Get him!" yelled Hypno-Hustler, as the Mercy Killers stepped back and rushed Spider-Man. Spider-Man used a series of acrobatic moves and avoided their attacks one by one, as Hypno-Hustler managed to cut himself free, but he found his propulsion systems was gummed up with webbing and so were his men. Hypno-Hustler retracted the knives from his boots again, and he rushed Spider-Man and aimed a kick but the web slinger ducked it. The Hypno-Hustler tried to kick Spider-Man time and time again but he ducked and dodged, before he shot lines of webbing, at each knife and ripped them from the boots.

"Now, didn't your mother tell you not to play with knives?" taunted Spider-Man and Hypno-Hustler, enraged, had rushed Spider-Man, in an attempt to nail him with the guitar, but Spider-Man ducked it. Spider-Man dropped down and disarmed the Hypno-Hustler, before he was sent off the stage with one punch to the jaw and he was sent flying, to a loud round of cheers from the assembled crowd.

"We'll take it from here, Spider-Man," said a cop who had just arrived, as Roderick Kingsley just stepped off, looking absolutely incensed as he looked at his smoldering, blown sound system.

"You web slinging buffoon, I ought to have you arrested!" shouted Kingsley as he began to poke Spider-Man in the chest. "That was a state of the art sound system, and you destroyed it. I paid a fortune for that!"

"I can't believe this, your people were almost robbed and you're upset about a stupid sound system," said Spider-Man.

"Well that nutcase wouldn't have been here to begin with, if it wasn't for people like you," retorted Kingsley sharply with one more look of deepest loathing, as the Hypno-Hustler and the Mercy Killers were cuffed and sent, likely for a nice stint at Ravencroft. "As far as I'm concerned, you should be sent right to Ravencroft along with the menaces you create."

"You didn't seem too quick to condemn me when I rescued you from Hammerhead and his mob," said Spider-Man and he paused briefly, before he added. "You know, when you ran like a coward."

"Some day, someone is going to make you pay Spider-Man and I hope to see it," said Kingsley, as he stepped off, as the crowd just looked on. "Now leave right now and don't ever step foot on any property owned by Kingsley Enterprises or I will press charges and have you unmasked and put in a straightjacket."

"Fine, I don't want to see you or any of your cheap, tacky merchandise again in my life," said Spider-Man as he swung off into the city, as he looked at Shadowcat, who nodded from a nearby street corner, as he swung by.

" _The nerve of some people, Kingsley, like he couldn't afford that, he is the type of person who lights of cigars with hundred dollar bills and uses them as toilet paper as well," thought Spider-Man. "Billionaires, can't live with them, can't punch them out in public for risk of looking like a jerk."_

XXXXX-XXXXX

"I have no idea what just happened," said Harry, as he shook off the cobwebs standing with Liz and Gwen. His head was still buzzing. It was a feeling that he knew all too well.

"That's what I'd want to know," said Peter.

"Wait a minute, you actually showed up?" asked Harry.

"Been here for a while, then everything just went poof, like I was floating on air," said Peter.

"Do we even want to know what happened?" asked Liz.

"Something tells me no," said Gwen dryly.

"Would we even know if we were awake?" asked Peter. "Maybe if we get in there right now, we'll get something decent."

"Yeah, at an overpaid, over inflated price," said Gwen.

"I did say maybe, you know," said Peter with a shrug.

XXXXX-XXXXX

"The state of the art lightweight armor developed by Advanced Idea Mechanics is said to be resistant to many physical attacks and also most forms of weaponry, while the wearer is able to maintain flexibility and also be able to withstand heavy amounts of heat and cold," announced a newscaster on the radio, as Wilson Fisk sat in the back of his limo. "Even the most super powered beings would not penetrate the armor. The funding was pulled recently and AIM is under heavy investigation for unethical and questionable business practices and experimentation on kidnapped homeless people and immigrants to develop their technology. The remaining fabric samples will be collected within the next week and disposed of."

"They will be collected, indeed," muttered Fisk, his interest piqued. He must have a closer look at this technology before it was foolishly destroyed and he quickly dialed his cell phone. "Hello, Ryker's, this is Wilson Fisk. I wish to inquire about the release three prisoners for my work release program, as we previously discussed. If it should be done discretely, Ryker's will be funded well."

Fisk sat back, a smug expression on his face. With Silvermaine about ready to be released from jail and the mysterious Master Planner, not to mention the so called guardian devil of Hell's Kitchen interfering with his operations on a regular basis, he needed an edge and this abandoned experimental technology provided it for him.

As the Kingpin, he knew he had to take every advantage to keep his empire in check.


	65. The Winning Team

**Chapter Sixty Five: The Winning Team Part One**

Dusk, on a Monday morning in the middle of August, a trio of ominous figures appeared outside of a building, dressed in black. One of the figures was a regular sized man, with light colored hair, called Montana, the brains of the operation. The other was a tall lean, athletically built man, his face covered in a black mask, named Fancy Dan, the skill of the operation. Then there was a large stocky man with dark hair and a mustache, named Ox, the muscle of the operation. They approached an abandoned laboratory just outside of Queens.

Montana snapped his fingers and Ox stepped over, before he carefully grabbed the metal door and with great strength removed it. He stepped inside, and pulled out a spray can, before he sprayed a mist into the room, revealing a laser security grid on the floor. He snapped his eyes to Fancy Dan, who did a series of acrobatic leaps, before he gracefully landed on the other side and disabled the security system. Montana and Ox walked over to join Fancy Dan and Montana turned to walk towards the cabinet, before he removed a lock pin and placed it in, before he twisted it open.

Suddenly, several lines of web fluid shot out, and splattered right on the side of the cabinet, the three Enforcers turned around, before they saw Spider-Man perched right on the side.

"Out of prison for less then a day and already in trouble," remarked Spider-Man. "What would your parole officer say?"

"Squash him, boys," ordered Montana, as Ox and Fancy Dan moved in and Spider-Man dropped down, as he dodged a punch from Ox, but Fancy Dan leaped into the air and kicked Spider-Man right in the chest and knocked him backwards into a shelf.

"Yeah, that wasn't..." started Spider-Man but Fancy Dan began to nail Spider-Man several times, nailing him with a series of rapid fire blows to the chest, winding him, before he fell right into the grip of Ox and Ox wrapped his hands. "Get...off...of...me...you...lug!"

Montana stepped over and removed a blowtorch, before he lit it and began to melt the webbing.

"That dang gum bug ain't going to get me that easily," grumbled Montana, as he heated up things, in an attempt to remove that accursed webbing from the cabinet.

Spider-Man slipped out and Fancy Dan nailed Ox right in the head with a kick, before Spider-Man somersaulted right over him. Ox was down and as Spider-Man turned around, Fancy Dan aimed a kick but Spider-Man dodged it and Spider-Man ran up the wall before he dropped down. Fancy Dan tried to copy his maneuvering, but lost his balance and Spider-Man turned around, arms and legs completely wrapped up, and then Spider-Man turned around, with Ox grabbing Spider-Man right by his throat.

"There's really no need to take my breath away," managed Spider-Man, before he shot webbing right into Ox's eyes and Ox stumbled, before Spider-Man flipped in the air and nailed Ox right in the head. The large Enforcer struggled and Ox swung but Spider-Man dodged out of the way and Ox punched a shelf, before Spider-Man perched himself up and then he jumped right onto Ox.

Ox tried to throw Spider-Man off but the web slinger hung on. He rammed the side of his elbow again and again into the side of the head of Ox until Ox shoved Spider-Man off, but Spider-Man on his back, shot webbing. He tugged it and caused Ox to land right on top of Fancy Dan and they clonked heads. Ox got back to his feet but several lines of webbing wrapped around them and Ox landed face first onto the ground, knocked unconscious.

Montana managed to get all of the webbing off.

"Two down, one to go," said Spider-Man as he swung over to face off with Montana.

"Stand back bug, you ain't not gonna get the better of me," threatened Montana, as he had his hand on the blowtorch.

"Grammar and biology, two things you flunked out big time," retorted Spider-Man. "No wonder you became a two bit thug."

"Watch your mouth boy!" shouted Montana as he tried to blast Spider-Man with the blowtorch but he jumped out of the way.

"Hey, watch it with that thing!" yelled Spider-Man, nearly avoiding being barbequed to a crisp.

"I'll learn you some respect, boy," said Montana, as he tried to fry Spider-Man again, but Spider-Man dodged. "I'm a professional and you'd do well to treat me with respect."

Spider-Man shot a line of webbing and disarmed Montana, but Montana dodged the attack, before he grabbed the cabinet door and swung it forward, to whack Spider-Man right in the face with it. He winced, as Montana kicked him right in the shins, before he reached over and removed a black box from inside the cabinet and he jumped into the air.

" _I don't know what that is, but I have to get that back," thought Spider, wincing at his split lip and busted up face._

"Sorry boys, you snooze, you lose," said Montana, but before he cleared the door, Spider-Man kicked a cart right into his way to block his exit and Montana turned around, as Spider-Man jumped up, before he removed the box from Montana's grip, wrapping a web line around it.

He threw it over, and the box busted open, as it landed onto the table, much to the horror of Montana.

"You fool!" gasped Montana, as a vial launched into the air. A spider sense attack indicated that it was not the best thing to allow this vial to hit the ground and he shot a line of webbing out, before he wrapped it around it and pulled it down, before he slid it into his side pocket.

He watched, Montana rushing away, obviously giving this up as a bad job.

"You really think you're going to get away that easily," said Spider-Man as he moved forward and lifted his arm, as Montana made his way to the getaway helicopter, climbing up the ladder. Spider-Man aimed his hand, but only a few small droplets of webbing splattered out of it. "Crap, maybe you are going to get away that easily."

He reached around for more web cartridges but winced.

" _Out, I can't be completely out, blast it, if only those stupid muggers hadn't knocked off that gas station for seventeen dollars I would have had enough webbing!" thought Spider-Man angrily, as he jumped right at the rope ladder, but he missed. He quickly scaled the side of the building but the helicopter was long gone "Well at least I got his two buddies and I stopped him from stealing whatever, he was going to steal. Maybe the hired help has a clue."_

Spider-Man returned to the lab, to discovery Fancy Dan and Ox still webbed up, even though Fancy Dan started to come through. With a quick movement, Spider-Man hoisted him up and Fancy Dan quickly went limp but he was roughly shaken awaken.

"What were you after?" asked Spider-Man.

"Nothing that concerns you, Spidey," responded Fancy Dan.

"I get it, you weren't important enough to be told anything," said Spider-Man slowly and Fancy Dan looked offended.

"Of course, I was, but all Montana told us was it was a job for the Kingpin," said Fancy Dan and then suddenly the martial artist of the Enforcers realized that he had said too much and Spider-Man just dropped him.

" _Kingpin, that doesn't explain much, guy has his hands in every little operation in the city and I'm nowhere near figuring out who he is then I am the Master Planner," thought Spider-Man. "If its not one thing, its the other. I wish I knew what was in the vials in that box. Must be something important. And expensive if Kingpin wanted it. And dangerous, can't forget dangerous. Well duh, Parker, of course it was."_

He heard the police sirens, no doubt the sounds of battle had caused a nuisance and it would be hard to miss Spider-Man chasing a helicopter out. The web slinger stepped out, deep in thought and he wished he had more of a clue what the Kingpin was after.

XX-XX

"So you've failed me," said Kingpin swiftly over a radio transmission.

"It was the web head's meddling, we could have gotten it, if Spider-Man, hadn't interfered," replied Montana, as he sat in the helicopter, surrounded by several of the Kingpin's men. The fact that they had guns made him just slightly uneasy.

"Spider-Man is something that should be accounted for by now," said Kingpin dismissively. "His presence is something that you should expect. It's no excuse for your failure. Your two associates have already been arrested and now they'll be watching the package closer."

"Just give me another chance," pleaded Montana.

"Second chances are the tool of fools," replied Kingpin coldly. "However, as promised, you will get half of your intended payment, for your attempt at the job. Providing you aren't indisposed, that is."

The helicopter landed and Montana was pushed out onto a rooftop.

"Why would I be indisposed?" grumbled Montana but suddenly, he found himself being surrounded by police helicopters.

"Alright Montana, come quietly, and you won't get hurt!" called a voice and Montana turned, and weighed his options and stepped forward, fuming as he was read his rights at the fact that the Kingpin of Crime set him up.

To take a really huge fall.

XX-XX

"Gentlemen, despite the failure of the Enforcers, I can't lie and say that this was something that I expected," replied Kingpin as his shadowed face appeared on the basement of an office building. "They were only the dry run to begin with. Had they succeeded, then I would have been overjoyed. Naturally, The Kingpin rarely plays his entire hand in one sitting."

He paused for the briefest of moments.

"Shocker, your newly upgraded suit will be a benefit to this mission," stated Kingpin to Shocker, as he stepped out into the shadows, dressed in a thick black suit, with goggles and his gauntlets upgraded.

"Spider-Man's as good as finished," replied Shocker in a deadly whisper. He had been waiting to blast Spider-Man for all of the times that web slinger made a fool out of him.

"Boomerang, your skills with the obvious should allow this mission to go on without a hitch," said Kingpin, to Boomerang, dressed in a white and blue suit, also wearing goggles, and a belt with several pouches containing boomerangs of various flavors.

"Going to knock the web head's head off with this one, Kingpin," said Boomerang as he threw out one of his boomerangs. It bounced off the wall and returned to him and it caught it casually, as he looked at the large hole that it left.

"Rhino, your brute strength will crush any who get in your way," said Kingpin.

"Yeah," grunted Rhino, not one for many words.

"Shocker will lead this mission, he has been given the information and bring the package by any means necessary," said Kingpin, as the three super villains stood and nodded, as they indicated they understand perfectly.

XXXXX-XXXXX

" _Okay, first got to get home for a couple of hours, have lunch, then I need to make more web fluid," thought Peter, as his head poked from behind a tree, before he dropped down, Spider-Man outfit and web shooters, as he walked inside. "Thankfully my nose doesn't look too off center, just a tiny scratch too, could have been worse. If I can figure out what the Enforcers were after, I might figure out what the Kingpin's up to."_

"Oh hello, Peter, dear," said Aunt May as she was busy making lunch.

"Hello, Aunt May," said Peter cheerfully. "And how is a wonderful woman like you doing on this wonderful day?"

"Oh, I'm doing fine Peter, you've got some mail on the table dear," said Aunt May, and she looked amused at her nephew's eagerness.

"Really, this could be what I was waiting for," said Peter, as he crossed his fingers. "This could be the scholarships that I applied for, the money that I needed to go to ESU."

Peter took a deep breath.

"Well, Peter, you're grades have always been good, it would be silly for them to deny you," said Aunt May, as she surveyed her nephew. "Go ahead, and open in Peter."

Peter, thinking that there was really no waiting, he opened the envelope and read the enclosed letter on the inside but his face fell.

"Denied," muttered Peter as he looked at. "Sorry, Mr. Parker, but while your work is much appreciated, we feel that you are not what we are looking for to get our scholarship."

"Well they obviously don't know what they're talking about," said Aunt May. "And besides, there's like three more, you could have qualified for those."

Peter opened the three envelops one by one, but the same story with all of them. He had not gotten the scholarships that he wanted. He had applied for them rather early, with plenty of time. It was a rather tense moment, as Aunt May looked at the rejection letters and the downtrodden look on her nephew's face.

"I'm sorry Peter," said Aunt May, who had wished that Ben had been a bit more better at saving so their nephew would not have to worry about paying college, but no one could have predicted what would happen. Any money that Peter's parents might have had before they died was confiscated by the government(or rather SHIELD), for "national security reasons".

"I'll be fine Aunt May," said Peter as he just closed his eyes. "Plenty more scholarships out there, and I still got a year."

"That's the spirit, Peter," said Aunt May with a slight smile. "Now how about lunch."

Suddenly, Peter cringed, as his cell phone began to come to life. There was only one person in the world who would bother him right before he was about ready to eat lunch. He braced himself to get another few years taken off of his hearing.

"PARKER!" bellowed the voice of J. Jonah Jameson.

"Yes, Mr. Jameson, what is it?" asked Peter in a forced polite voice.

"I've got you a job that's right up your alley, there's a big science convention downtown today, some new company that's supposed to change the face of science, and I want photos of whatever they have," said Jameson. "Its held at Midtown High, I trust you know where that is."

"I would hazard a guess I do, Mr. Jameson, considering I do attend school there," replied Peter swiftly but this did not really bother Peter, considering he was already planning to attend the convention.

"Hey, hey, HEY, don't get smart with me, Parker!" said Jameson. "Of course, all that science crap, some nutcase is just bound to get some ideas, so it could mean news. I'm sending Leeds down there to cover for the paper, but I want lots of photos. Lots of photos. Don't embarrass me Parker."

"Wouldn't dream of it, boss," said Peter.

"You better not dream about it, Parker, because I'll make sure you have nothing but nightmares if its the last thing I do," said Jameson. "Now quit lolly gagging and get down there, convention starts in three hours. Get going. What are you waiting for? Bell Bottoms to come back in style?"

"Right, I'll be there with bells on," said Peter.

"Forget the bells, just bring your camera," said Jameson as he had hung up.

" _Always brightens your day, a chat with old Pickle Puss," thought Peter as he quickly finished his lunch, before he headed down to take pictures. "Just take care of the photos, pick up the stuff to make more webbing, should work out well."_

XXXXX-XXXXX

Wilson Fisk sat, as he concluded another business transaction. A few of his lower level grunts had been loaned out to a new would be super criminal. It did amuse him how some people thought all it took was a flashy gimmick and a few toys to be a big shot. Still should they become moderately successful, he would get a percentage of their profits from whatever scheme they had pulled. Loaning out henchmen to people such as the Big Wheel and the Lightmaster had been quite the profitable venture for the Kingpin of Crime.

A knock on the door had disrupted his thoughts.

"Come in, my boy," said Fisk, as he looked up and his son, Richard. "What is this meeting you wanted with me, Richard?"

"Father, I must argue with your refusal to allow me funding to assist Creed and his organization's aims to stomp out mutants," said Richard as he looked at his father.

"I had anticipated that you would disagree with my refusal," said Fisk. "Funding a terrorist organization would be bad for my business. And there are certain benefits in allowing mutants to remain in this city. If there was a problem, I could easily eliminate them but right now, they serve their benefits. I would not expect somehow like Graydon Creed to understand that, but I would think that my own son may have picked up the fact that this is best for business."

"Mutants are abominations, filthy things, disgusting, they shouldn't be allowed to live," said Richard in disgust and Fisk just responded with a chuckle.

"Youth, so getting caught up in what is fashionable," said Fisk, amused. "There is no benefit for destroying mutants as I said, Richard. They help raise my bottom line. The destruction of the city block by these mutants lead to the most successful and profitable set of repairs. You must learn to look at the bigger picture, if you hope to be anything in this city."

"The bigger picture, yeah, the bigger picture, it did mother loads of good," said Richard roughly and now Fisk stood to his feet, a momentary bit of anger evident in his eyes.

"Please leave my office, I have work to do and my answer remains the same," said Fisk in a much colder voice, as he looked over his son.

"Of course, Kingpin," said Richard in a short, respectful, yet somehow mocking tone as he left the office, aware that he had touched a nerve within his father and not wanting to stick around for much longer. His point was made.

XXXXX-XXXXX

As it turned out, the convention was nothing like Peter had expected at first glance. In fact, it was really nothing all that exciting, as he looked around. There were a few diagrams and also a few models, but it seemed like nothing out of the ordinary. Unless there was something hidden in the next room to be be brought out. Ned Leeds, who was writing the story looked at the various models.

"Do you have any idea what any of this means?" asked Leeds.

"Looks like just a bunch of...well nothing, not ground breaking science like they said," remarked Peter as he began to slowly slip away to the side. Perhaps he had overlooked something rather vital in his haste, but he was proven wrong.

"Oh hi, Peter," said a voice, and Peter looked up to see Gwen standing right there, she moved over there, to greet him. "I thought you weren't going to be here, you know work to do."

"Well, funnily enough, Jameson decided that this is newsworthy enough to snap a few photos of, although I can't imagine why," said Peter and Gwen nodded slowly in understanding. "Thought someone might steal something, although once again, I can't understand why."

"Yeah, really neither could I, just seems like a whole bunch of...well nothing," said Gwen and Peter just smiled, his girlfriend accurately accessing the situation. "This is one of the most drab, dismal things since...that one film strip about the history of duct tape that we were forced to watch in the fifth grade. Those are five hours of my life I'm never going to get back."

"Yes, it was bad," agreed Peter.

"You were supposed to get a letter about the scholarships you applied for, weren't you?" asked Gwen suddenly and Peter just looked at her, a pained expression on her face and Gwen realized immediately. "I'm sorry I..."

"All of them, I was rejected from all of them, said that I wasn't what they were looking for," said Peter with a slightly bitter inflection upon his voice. "Said I wasn't good enough...well they didn't say that, but they really implied it."

"Well they're idiots," said Gwen firmly. "I mean you should have been a shoo in with your GPA, sure your attendance was a little spotty...but they shouldn't hold that against you."

"I bet you anything that they did," said Peter with a sigh. "Its good Gwen, its okay really, I'm fine."

"It was your dream to go to there, to ESU and now, how are you going to pay?" asked Gwen. "I mean, those scholarships were you best hope and the rest of them are either for athletes or won't cover everything."

"I told Aunt May there were plenty more, I wouldn't want her to feel guilty, its not like she or Uncle Ben could have predicted what happened when it did," said Peter quietly, with a far off look in his eyes. "I guess if worse comes to worse...well I don't really know...I guess I'll be stuck taking pictures for Jameson for the rest of my life."

Peter looked rather despondent and depressed. Gwen just frowned, really not knowing what to say and was thankfully spared of doing so.

"Gwen, Peter, I thought you'd be around here somewhere," said Liz, as she walked with Harry, who had the obvious look of guy being convinced or more likely guilt tripped into somewhere where he would rather go.

"Yeah, well, yeah," responded Harry, obviously bored. "I don't know why anyone would be here of all places."

"Well I'm sure its interesting, I don't understand it, but its...right, Peter?" asked Liz and Peter just looked with a shake of head.

"I guess you could say that," replied Peter, looking anything but interested. "Okay, a lot of it, I'm sure it would be more interesting if someone just explained it more. Just a little bit."

"No amount of explanation can make any science interesting to me," muttered Harry. "Anyway, neither of us would be here if Liz's brother wouldn't have gotten picked for this science thing that they are doing."

"Really, that's great, only twenty people were chosen to help work for this thing, weren't they?" asked Gwen.

"I think so, Mark was really happy about it," replied Liz. "He seemed surprised that he was chosen, I mean that there were so many people that they could have chose."

"Well good for him, hopefully he has a better idea of what all of this is all about," responded Peter in a calm voice, but he took a step to the side. "I'm sure its easier to understand if you're actually working with this."

"Maybe," said Harry, but he looked rather dubious at best.

"Ah, Liz there you are," said a voice and Gwen, Peter, and Harry looked up to see Liz's brother Mark, standing there, surveying them before he nodded. "Ah, Parker, its been a while. I heard you're filling my shoes as the resident science guy at Midtown."

"Well, I do what I can," remarked Peter.

"Maybe one day you can actually be something other than a photographer," said Mark as another figure stepped right in front of him. "Dr. Trainer, Parker might be someone to look into in a few years, you know."

Peter and Gwen exchanged looks, when they saw Carolyn Trainer, the prized student of one Dr. Otto Octavius who had looked right at them.

"Ah, yes, we are rather interesting in applying the skills of Mr. Parker if he continues to maintain his level of dedication to the field of science," responded Trainer. "Mr. Parker, I do hope that you find today's exhibits to be most illuminating, as it will be a taste of the future to come."

" _Doesn't seem to be anything all that interesting," thought Peter. "Then again, if Trainer's involved with this, I just wonder if her mechanical armed mentor is not far behind. What is Ock up to...wait, I can't be paranoid. Just because you meet someone who once studied underneath a super villain and was known to work with him the last time you met, doesn't mean much of anything."_

"You've met, my sister, Liz a few days ago when you were at dinner," remarked Mark. "And those are Peter's friends, Harry Osborn and Gwen Stacy. This is Dr. Carolyn Trainer, she's the administrator of the program."

"Interesting to meet you, Dr. Trainer," replied Gwen coolly as she looked at Trainer. Naturally they had met briefly, when the Sinister Six had went up against Spider-Man and Doctor Octopus had used Gwen for bait, much to her dismay.

"Yeah, great," said Harry in a bored voice.

"What is this all about anyway?" asked Peter as he pointed out the diagrams and models. "I mean, I normally understand this good, but its not really registering with my mind.

"I'm not at liberty to divulge any more than you see here," replied Trainer crisply. "We wish to keep the further details of the plans secret."

"Really, there's someone else running this, other than you," said Gwen in a would be casual matter.

"I'm not at liberty to divulge any other information," repeated Trainer as she turned and walked away without another word and Mark seemed to to walk off.

"She seemed rather cheery," remarked Harry.

"Well, she's not exactly the friendliest person, but she was over for Dinner, it was something that they do to meet the families," said Liz. "She seemed to answer a lot of the questions my parents asked about this well enough. Or at least I think so. I'm not really that good at figuring out this stuff."

"Well at least no one's stupid enough to steal anything here," responded Peter, trying to think of a bright side to this drab convention.

"You'd be how surprised some criminals are," said Harry. "A group of people tried to steal vials of fabric samples."

"Well maybe there's a sewing circle being started in Ravencroft," quipped Peter, even though he knew fully well what Harry was talking about, having stopped it.

"To be fair, if what they've been telling on the news is truly, its not just any fabric samples," said Gwen calmly.

"Oh yeah, that's right...I know!" stated Peter suddenly, he could have slapped himself for not making the obvious connection but everything started to come back to him. "That AIM technology, that was supposed to be highly valuable and not to mention highly dangerous."

" _Fabric samples, that could fit around any body frame once sewed together, regulated temperature at a comfortable level, yeah I can see why some super criminal would want that," thought Peter. "AIM, anyone who's followed the scientific community, knows that company's been investigated a lot over the years, unethical behavior and all that. So its not like its that far of a jump between that from them to criminals."_

"Highly valuable and highly dangerous," muttered Harry. "Isn't that everything that anyone would want to steal ever."

"Yeah, it does seem that way," muttered Gwen. "And it was supposed to be moved too."

" _Which means whoever hired the Enforcers, are going to likely have someone go for it again, while its being moved," thought Peter. "Hopefully they have the sense to beef up security. Since its the Kingpin, who knows what he might try next."_

"What does this stuff do, anyway?" asked Liz.

"Well its supposed to adapt to any kind of conditions, cooling the body, or heating it up to a comfortable level," explained Peter.

"That doesn't sound too bad," said Harry.

"Whatever they used to make it, it emits small levels of radiation that could cause cancer when worn close to the body for too long," added Peter.

"Okay, even I know that sounds bad," said Harry, before he looked around, scratching the side of his nose, but he suddenly come to one conclusion and he saw that Gwen and Liz were off a little bit. "Pete, I need to talk to you for a second please, alone."

"Um, yeah, okay," said Peter, confused about what Harry was on about and Gwen just looked to the side. "I'm going to snap some photos real quick for the Bugle."

"Yeah, I'll go and check out this stuff, maybe Peter can explain it to me," said Harry and Gwen just surveyed them both, before she turned to take a closer look at some things on the other end of the room. Not that there was not anything.

" _Peter, might be keeping things from me, but Liz is right, I need to talk to someone about this and...well , better Peter than Gwen for right now, he's less likely to give me a lecture that I don't need," thought Harry, as he ignored the slightly ringing sensation in his head. "No Harry, got to be strong. You don't need the crutch. It might make you feel good but you can beat this. You're an Osborn...of course Dad would be appalled if he found out that I was this weak. He must never know."_

"So, Harry?" prompted Peter and Harry took a deep breath, pausing for what seemed like an eternity, but he was interrupted before he could get the smallest part of his statement out.

"Peter, its been a while," said Norman Osborn as he approached Harry and Peter, looking at his son for a brief instant, with surprise, but mostly disinterest.

"Hello, Mr. Osborn," said Peter in a cautious but polite voice.

"I trust you've been rather busy," said Norman as he looked at Peter who nodded. "Well that is to be expected. Most people who are going to have meaning to their lives, are going to be rather busy, wouldn't you say?"

"Of course, sir" answered Peter, as he could not help but notice Norman's eyes appear critically on Harry as he said this.

"So much to do, that you must put in a couple of swing shifts," added Norman before he turned his eyes right towards Harry. "I wouldn't expect you here, Harry. As primitive as this science would be, it would still be out of your depth. Unless you were dragged here."

Harry did not have to say anything.

"Well science is about as important to me, as taking an active interest in raising your son is to you, Dad," answered Harry and Norman paused for a moment.

"I only take interest in things that I feel have hope and a future, son" responded Norman coldly, which caused Peter to step away to the side briefly. This was getting to be slightly uncomfortable. Thankfully though, they were saved by the arrival of one Carolyn Trainer.

"Mr. Osborn, a pleasant surprise," said Trainer in a crisp voice, as she looked at Osborn, surveying him. "I trust you're finding our presentation of great interest."

"Well if you are impressed by elementary, novice science, then it would be of great interest," said Norman blandly. "Then again, given someone who was taught by Otto Octavius, I would not expect anything less. His distorted view on reality has become very charming the last I have heard. Kidnapping teenage girls as bait, robbing science camps and creating Earthquake machines, quite uninspiring for a supposed genius."

"Dr. Octavius is a brilliant scientific mind and he was driven mad due to Spider-Man sticking his nose where it wasn't wanted," replied Trainer coldly. "He ruined an experiment that would better the city and its no wonder Dr. Octavius was not what he used to be."

"It seems that the good doctor has taught madness and delusion to his pupils as well," replied Norman with a humorless expression.

"That doesn't hold much water, given your past, Osborn," replied Trainer shortly. "The demons or should we say, goblins in your past."

"The past is the past, but I can assure you that my mistakes have been corrected and Oscorp is back under my control," stated Norman. "It will always be the standard bearer in scientific exploration."

"For now, at least," answered Trainer. "We're moving towards the future."

"Oscorp is the future," retorted Norman in an icy cold tone of voice. "And a business does not run itself. I have better things to do than debate with Doctor Otto Octavius's lackey. Have a pleasant day, Dr. Trainer."

Norman Osborn turned away, without another word, and began to walk, as Trainer just turned away, before Peter could get a chance to catch her reaction to Norman's words.

"I'm under the impression that old Norman's up to something," muttered Peter when the man was out of hearing distance.

"Well, it should be obvious, he's still breathing," said Harry with a strained smile.

"So what did you want to tell me, Harry?" asked Peter and Harry just paused, before he shook his head.

"It was nothing really important," replied Harry and Peter just half listened with a nod as Harry edged away from him.

" _Well at least its going to be a peaceful night," thought Peter. "Wrap this up here, get the material for my webbing, get home at a halfway decent time."_

XXXXX-XXXXX

"Everything is all locked up tight to be disposed of," said a guard as he looked over a check list. "Everyone clear it out, we'll be on your tail straight away."

Another duel of guards nodded, and they entered the armored truck, before they drove it off of the property, with two police cars following closely behind.

Across the street, Rhino, Shocker, and Boomerang watched the truck as it pulled out. Shocker just stood out.

"I'll stop the truck, Rhino will bust it open, and Boomerang, you'll take care of the guards," said Shocker, as he cracked his knuckles. "On my signal."

Shocker lifted an arm up in the air and a shockwave ripped through through the street right in front of the armored truck, which caused the vehicle to veer off course, and the other two villains followed in, with Rhino grabbing onto the truck roughly, to stop it from skidding out of control. He pushed it back and ripped open the doors.

"Get out," growled Rhino and one of the guards grabbed his gun, before he began to fire right at the monstrous villain but it had no effect, bouncing off of his armor.

THUMP!

THUMP!

A boomerang had clonked both of the guards right across the back of the head and Boomerang calmly caught his weapon of voice, before they moved to the truck, with Shocker sending his shockwaves to a building, which caused the two squad cars to skid out of control.

Shocker watched as one of the squad cars burst into flames.

"Take the truck, before someone else shows up, Boomerang, drive, Rhino look out in the back," ordered Shocker and his two fellow villains just entered the truck, with Shocker blasting the ground once before, to ensure that anyone who attempted to follow them would be slowed down.

And if they got caught in the crossfire, it was not his problem.


	66. The Winning Team Part Two

**Chapter Sixty Six: The Winning Team Part Two:**

Peter sat outside on the steps of Midtown High, as he looked at his camera with a sigh. While he managed to snap some pictures, he might has well have just scribbled something on a piece of paper by hand, a drawing and handed that in to Jameson.

Ned Leeds had informed Peter that he had the easy job. Leeds had to actually write about the exhibit, which there was some information, but not enough to make it the blockbuster news story that would sell papers, that J. Jonah Jameson would want anyway. All Peter had to do was snap a few photos.

That he was likely to get the barest minimum payment that did not violate any labor laws on the state and city levels.

"Hey," said Gwen sitting down right beside him. "So what did you think?"

"Pretty lousy," said Peter. "That was a waste of time."

"Kind of was," agreed Gwen, but her face screwed up in thought. "You don't suppose..."

"That Doctor Octopus is up to something," replied Peter and Gwen nodded. "I thought so for a minute, but I can't jump to conclusions. His student could have turned over a new leaf."

"Maybe," agreed Gwen, as she looked at Peter, slight dubious. "Don't worry, Peter, you're bound to get something."

"Worried, I'm not worried," said Peter with false cheerfulness. "See, my face."

"Well if that's your not worried face, I'd hate to see what you look like when you are worried about something," said Gwen dryly.

"I don't know what I'm supposed to do, I had this planned out, but now I can't get my hands one scholarship," said Peter. "My grades are good."

"The best," agreed Gwen with a smile as she grabbed Peter's hand in a comforting manner.

"My attendance sunk me," said Peter in a saddened voice. "All of the times that I was late..."

"Saving people," interjected Gwen and Peter just shook his head.

"Yes, but what's the point of being Spider-Man, if Peter Parker suffers," said Peter and he looked at Gwen, who looked slightly amused.

"Is it that time of the month already?" asked Gwen in an off handed voice.

"What time of the month?" asked Peter unsure of where his girlfriend was going this.

"The woe is me, my life sucks, maybe I shouldn't be Spider-Man anymore time of the month," answered Gwen as she bit her lip in slight amusement. "We've gone through this about seven or eight times. Of course, I could be missing a few."

"Gwen, I really should, if I want to get into college," said Peter and he looked at Gwen, a bit miffed that she thought this was amusing."Gwen, I'm being serious."

"Right, Peter, you're being serious," said Gwen with a smile, as she patted Peter on the back. The truth told, she would be slightly at ease if Peter had given up being Spider-Man, but there would be a part of her that would be uneasy. Plus she knew it would never happen, Peter's sense of responsibility would never allow him to just take a step back and stop being Spider-Man. Even without the powers now that he had a taste, given the fact that he saved her from the Sinister Six despite the fact that he lost his powers. It was both his most admirable and frustrating quality.

"Are you patronizing me?" asked Peter with a raised eyebrow.

"Of course not Peter," said Gwen with a smile and Peter just sighed. "You know that you don't really believe you can do it either. Of course, if you did, you'd know I'd support you no matter what, but really, you don't think that you can give it up any more than I do."

"No, I guess not." admitted Peter as he looked around, but there appeared to be a few people on the sidewalk but they appeared to be none too interested about the conversation between a pair of teenagers. "I just wish that there was some way to make this work better, because I doubt showing up late for class in college is going to cut it. Then again, if I don't have enough money, I'm just antagonizing over nothing."

"No, I understand, believe me Peter," replied Gwen in a sympathetic voice and Peter just looked forward, deep in thought.

_"Spider-Man is both a blessing and a curse," thought Peter as he shook his head. "All of the people in this city that I've saved, I think some of them appreciated it but it really is ruining my future. Then again, how much of a future do I have? Especially with the anti-mutant sentiment in this city. I mean people aren't going to care if someone was born with their powers or got them in an accident. Even the Fantastic Four are getting criticized right now. I thought they were untouchable. If they ever connect Peter Parker with Spider-Man, I won't have any future. I'll be ruined. Likely sitting in some super powered prison. And if Osborn ever remembers, I'm really, really screwed. He's running the entire thing."_

"Peter?" prompted Gwen.

"Oh, just thinking about, what's been going on lately, Gwen," said Peter and Gwen just nodded, she had a shrewd idea of what Peter was thinking about.

"So, you want to go get something to eat, its been a long time since lunch and its getting late," said Gwen.

"Yeah, but I need to take care of these photos, drop them off with Jameson, get yelled at for not getting anything good," said Peter before he added. "Oh, and I need to get more materials for webbing, as I'm completely out."

"Completely out," said Gwen, looking rather alarmed.

"I ran out facing the Enforcers today, no big deal," said Peter. "Don't be worried Gwen, I can handle myself."

"I know you can, Peter, believe me, I know," said Gwen, as she bit her lip but she shook her head. "It just...it makes things a lot easier, doesn't it?"

"I can't argue with that," conceded Peter, as the two teenagers rose to their feet, but a loud explosion from the distance had caused them to jump forward with a start.

"What's that?" asked Gwen, hoping, beyond hope that it was just a car backfiring somewhere.

"Trouble," said Peter, as he heard screams of horror and police sirens and Gwen looked at him.

"Duty calls, I know," said Gwen, as she leaned forward and kissed Peter briefly, before pulling away from him. "Good luck and be careful."

"When haven't I been careful?" asked Peter and Gwen just frowned. "Okay, stupid question, really stupid question."

Peter quickly rushed off, to become Spider-Man. Gwen watched him leave, without any web cartridges.

"He'll be okay, he's fought worse, at a great disadvantage," muttered Gwen, as she tried to be positive, as negative thoughts would only cause her to stress out.

XXX-XXX

Spider-Man managed to scale up the building and he saw a smoking cater in the middle of the street, along with a nearby helicopter whirling right down, as several bodies were removed. Two of them that Spider-Man saw were not moving and the other was screaming in terror that she could not feel anything.

"Everyone clear the area, we need to get these people out of there!" shouted a voice from behind. "And call for back up, we have to get that contraband back. This report says its potentially unstable."

There was no doubt what the criminals had in fact stolen.

XXX-XXX

"You have the package secured," said the Kingpin, as Shocker drove the truck, with Boomerang on the passenger's side, and Rhino sitting in the back.

"No problem, Kingpin," said Shocker. "The cops tried to stop us but we took care of them. We got a head start."

"And not a blooming bug in site," added Boomerang as he leaned back, as they continued to drive across the city, the sirens were in the distance, but the disaster that Shocker had caused would allow them to get the package to the helicopter right away.

A crash down right on the top of the truck had caused the villains to lean up with a start and suddenly, Spider-Man looked down from the top of the truck.

"You do realize that its against the law to drive an armored truck dressed like that," remarked Spider-Man, as he prepared himself for ha fight.

"Its the web head," grunted Rhino.

"Duck," ordered Shocker, to Boomerang, as Shocker held one of his gauntlets and blasted a concussive shockwave right towards the window, shattering it, causing glass to fly in every which direction, inside the truck.

"Are ya trying to slice me to ribbons, you nutter?" asked Boomerang.

"Shook off Spider-Man, didn't it?" asked Shocker but suddenly, Spider-Man came around from the other side, climbing on top of the moving vehicle.

"Sorry, but no, you're going to have to do more than that," said Spider-Man and Shocker slammed right on the accelerator, nearly throwing Spider-Man off. Spider-Man hung on.

_"Yeah this would be a lot easier with webbing," thought Spider-Man as he struggled to hang on, as he avoided a sharp turn, hanging on the window mirror, barely able to keep on. "Much easier, but I got to slow these guys down, with those fabric samples, the Kingpin must have hired them to take care of this."_

Spider-Man tried to grab onto the side, but Shocker once again raised his gauntlet and he braced himself for impact. He blasted up over Spider-Man, blowing up the side of the building, which caused debris to fly everywhere.

XXX-XXX

"That should get him out of our hair," cheered Boomerang, as Rhino grunted, as he tried to get a closer look at the spider going splat.

"Need to make sure," said Shocker. "Rhino?"

"Yeah," grunted Rhino.

"Crush him if the debris didn't," said Shocker and Rhino nodded, before the truck turned to the side and Rhino forced open the back to drop down.

XXX-XXX

"No!" shouted Spider-Man, as he avoided several pieces of debris flying, threatening to take him out but he spiraled around and landed on a piece of debris with a somersault, before he stuck a landing right on the ground. "Hello, hello, is everyone alright?"

He looked down at one of the pieces of the building, as he got no answer. He saw a slightly blasted, and charred sign but even in the wreckage, he was able to read the word "CONDEMNED" on it.

_"A lucky break for once," thought Spider-Man but suddenly his spider sense suddenly began to blare into overdrive. "And I've got to learn to really stop tempting fate."_

The thunderous footsteps signaled the arrival of Rhino and the large thug rushed forward, in an attempt to impale Spider-Man but the web slinger nimbly flipped out of the way and Rhino smashed right into the door. Rhino turned around, unfazed and swung a punch right at Spider-Man, who managed to dodge it.

"Come on, you can't out move me in that clunky suit," taunted Spider-Man, as Rhino began to continue to swing punches, but Spider-Man dodged all of them, before Rhino rushed forward and knocked Spider-Man to the ground.

_"He's a lot quicker than he looks," managed Spider-Man, as he scrambled up to his feet, before he avoided another Rhino charge. Rhino crashed with the side of a parked car, his horn stuck right into it and Spider-Man quickly jumped right at Rhino._

"When, I get out of here, you're dead!" yelled Rhino, as Spider-Man took some free shots right at the body of Rhino, but he managed to wretch the car door off, and Spider-Man avoided getting the flying car door smashed right into his ribs. Rhino moved around and with great strength, he managed to hoist the car up. "Let's see how you like getting stuck in a car, web head!"

Spider-Man's eyes widened, as he saw the thrown car fly right at him. The web slinger avoided the vehicle smashing down right onto the ground and now he rolled over.

_"No sweat, just got to wear him down," thought Spider-Man as Rhino walked over and hoisted up another parked car, with the alarm going off. "Or at least wear him down enough where he too weak to throw a car at me and go from there."_

"Come back here and fight like a man, you bug!" growled Rhino.

"Do I look as stupid as you do?" asked Spider-Man and this caused the third car to fly right towards Spider-Man. Spider-Man slid underneath and he managed to catch Rhino off guard with a kick right to the face. It barely nudged him and with all of the strength he could, he began to pound Rhino with a series of strikes, which only backed up Rhino a half of a step, before Rhino grabbed him by the head and shoved him right back.

_"Back to the drawing board," thought Spider-Man as Rhino charged him once again, but Spider-Man dodged, which caused Rhino to take out a row of mailboxes. Rhino picked up one of the mailboxes like a club and swung it, in an attempt to bludgeon Spider-Man with a vicious assault._

"Come on, you herbivore, is that the best you can do?" taunted Spider-Man and Rhino rushed him again angrily. He didn't know what a herbivore was, but he was pretty sure the web head was insulting him. Spider-Man dodged an assault and Rhino smashed right into a dumpster, denting it. He angrily ripped his horn out and rolled it right towards Spider-Man but Spider-Man dodged the attack. "As much as I'd hate to cut this short, I've got to take care of your two playmates."

"Forget get it, the only thing you've got to take care of, is your death certificate!" yelled Rhino.

"Oooh, good snappy comeback, could their be a few brain cells rustling around that head?" managed Spider-Man. "Anyway, time to web this up."

Spider-Man lifted one of his web shooters instinctively but had just remembered that he was still out of webbing.

Rhino just laughed and began to charge Spider-Man who dodged the attack, before he began to scale right up the building. With his spider strength, he wretched off of the bolts on a metal ladder and toppled it right onto Rhino's head.

"Okay no webbing, right, this is going to be a problem," said Spider-Man. "Last time I beat this guy, I unloaded all of my webbing into his face, wow that sounded far dirtier than I meant it to. Anyway, I caused him to pass out after I sprayed webbing all over his face and no webbing..."

A loud crash and Spider-Man staggered, as he nearly took a spill right off of the building. He managed to adjust his footing, as Rhino looked about ready to knock down the building.

_"If I time my jump just right, I might be able to catch him off guard," thought Spider-Man. "Its worth a shot."_

Another crash, as the building shook, as if it was being rocked from its foundations but Spider-Man grabbed onto a clothes line and snapped the end of it from its hook, before he swung down. He saw Rhino and managed to use his momentum to nail Rhino right in the face with the full force of his attempt.

Rhino reached forward, and grabbed Spider-Man right by the throat, undeterred. Spider-Man struggled, as he loosened the grip, before he did a somersault right into mid air and landed. He avoided the attack on Rhino.

"Come on, not done with you yet, going to rip your heart out on my horn!" growled Rhino.

"I prefer to leave all my organs intact, thank you very much," answered Spider-Man as Rhino's next charge, with Spider-Man ducking it, had caused him to crash head long into a metal gate and busted it open. "Well people would have a point if they accused you of being hard headed."

Rhino ripped his horn from the lock and felt it. It was slightly bent, but mostly intact. He charged right at Spider-Man once again but Spider-Man once again avoided the attack and Rhino crashed right through a road sign.

"Once I get my hands on you, I'll rip off your skin and floss my teeth with it!" yelled Rhino and Spider-Man dodged another attack and Rhino put the breaks up and Spider-Man caught him with a kick from behind.

"So close, come on Rhino, you can do it! cheered Spider-Man mockingly and Rhino turned, before he charged at Spider-Man once again. Spider-Man jumped into the air but Rhino stopped suddenly and Spider-Man landed right down, into in front of Rhino, who slammed a huge beefy fist right into the chest of Spider-Man and knocked him down and then Rhino hoisted up Spider-Man and threw him high into the air. He braced himself, as he crashed right onto the pavement.

"Guess I finally knocked the wisecracks outta ya," grunted Rhino as he stepped forward and thrust his head forward, in an attempt to impale Spider-Man on the end of his horn but Spider-Man avoided the attack. Spider-Man tried to slap Rhino away, but Rhino blocked it and picked up Spider-Man before he threw him right through the door of a shop.

"Did anyone catch the license place on that escaped zoo animal," murmured Spider-Man as he rolled himself over, as Rhino rushed forward, smashing shelves in every which direction and Spider-Man began to dodge the attack. Several items scattered around the room and Spider-Man hit the ground, and rolled. He just barely avoided being squashed by a shelf.

Rhino gave another growl, as he continued to smash up the shop, in his frantic attempts to get Spider-Man. Spider-Man managed to propel himself using the flying debris, before he gripped a tool box and flipped it right off the shelf onto Rhino. Rhino staggered, but he continued to move forward, with Spider-Man rolling away from the attack, and evaded another attack from Rhino, before he crawled over the smashed up shelves, before he stepped on a roll of duct tape that had been dislodged from one of the shelves.

_"This may either be my most brilliant idea ever or my stupidest idea ever," thought Spider-Man, as he picked up the duct tape._

"You couldn't hit the broad side of the barn door with your attacks!" taunted Spider-Man and Rhino once again charged Spider-Man but Spider-Man propelled himself out of the way and Rhino crashed right into the shelf, before Spider-Man dropped down and quickly taped Rhino's feet together and then taped them right to the floor.

Rhino staggered, in an attempt to move forward.

"What the..." started Rhino, as he reached down, but Spider-Man taped his hands to his feet and then gripped the wall, before he used it to kick off and send Rhino flying right into the wall, which caused a pair of elevated shelves to crash on the head of Rhino.

"Well, all in a night's work," said Spider-Man but suddenly, Rhino angrily teared the tape away from his hands and then off of his feet, before he got to his feet, face reddened in absolute rage.

"YOU TRY AND HUMILATE ME BY BEATING ME WITH DUCT TAPE!" growled Rhino angrily, spraying the ground with saliva "YOU'RE DEAD BUG!"

"Duck your head, Spidey!" shouted a voice, as several windows broke and several grenades busted on the ground, releasing gas right to the ground. Rhino began to cough, and sputtered, as a net shot out on a cable, to wrap around Rhino and an electrified charge blitzed right through him.

"You dirty cowards," slurred Rhino, as he collapsed to the ground, as Spider-Man pulled himself to the ground, as the smoke cleared, as Rhino was fast asleep, and Spider-Man pulled himself to a standing position, as several riot cops moved forward, shields and cattle prods in hand, as they took a few steps towards Rhino.

"All clear," said the lead riot cop. "Take him in."

Spider-Man looked over his shoulder, but he did not have all that much time to stick around, there was still Shocker and Boomerang to deal with.

XXX-XXX

The van skidded to a stop, as Shocker exited, along with Boomerang.

"I'll get the package, you keep an eye out for anyone and take care of them!" ordered Shocker and Boomerang nodded, holding his preferred weapon close, as he watched Shocker open the van, before he pulled out the crate and tucked it underneath his shoulder. "Our ride should be here in a few minutes."

"You're right Shocker, your ride back to prison!" yelled Spider-Man as he managed to run forward, slightly out of breath, it was much harder to catch up with criminals on foot, than it was web slinging across the city. "The game's up..."

"Not quite, mate," said Boomerang, as he quickly threw his weapon right at Spider-Man but Spider-Man veered to the side, ducking the weapon, before he grabbed Boomerang, preparing to take him down.

Spider sense went off and Spider-Man ducked once again, before Boomerang's eyes widened, as his own boomerang just walloped him right between the eyes. He collapsed to the ground, dazed and rather confused. Spider-Man turned around, only to see Shocker attempt to blast him but the web slinger ducked.

"You're not beating me, not this time, web slinger!" cried Shocker, as he fired another blast towards Spider-Man but the web slinger nimbly avoided i

"You know, if I had a dime for every villain who's told me that, I'd be able to retire," said Spider-Man as he avoided another attack from Shocker.

"Yeah, too bad, because you'd have enough to cover your funeral!" shouted Shocker, as he blasted the van, causing it to fly right into Spider-Man who dodged, and rolled around, to avoid the explosion, before Shocker quickly ducked into a parked taxi cab and stuck his gauntlet right in the back of the head of the driver. "Get me away from here. Step on it, or I'll crumble your skull to dust!"

"Yeah, yeah," grumbled the taxi driver, used to the ingrates of this city by now, as he stepped right on the gas, but Spider-Man managed to catch up, dust flying from his body.

"Web head won't give up!" yelled Shocker, holding one hand steady in the cab driver's head, before he held his other arm backwards, and blasted full power, blowing the entire back window out and caused glass to fly through the air, right towards Spider-Man.

"Hey, that's going on your tab!" shouted the taxi driver.

"Just shut up, or that will look mild compared to what I do with your head," said Shocker, as the cab sped up but Spider-Man managed to land right on the hood of the cab, which caused the driver to stop suddenly and Shocker to slam forward, shooting right over his head, shattering the window into pieces, causing more glass everywhere.

Shocker kicked the door opened and quickly grabbed the case. Swinging it, Spider-Man blocked it and knocked Shocker back to the ground. Spider-Man stepped right on Shocker's hands, preventing him from grabbing it.

"Let go of me," yelled Shocker, but Spider-Man picked him up, before he ripped his gauntlets off and slammed him against the side of the taxi cab and the police arrived, with Shocker being dropped right down to the ground by a Spider-Man punch. He crawled to his gauntlets, but Spider-Man kicked them to the side, out of reach.

"So, what does the Kingpin want with this?" asked Spider-Man, as he held the case.

"Nose out web head!" yelled Shocker, as he found himself on the business end of several guns, as the police had arrived. He saw Boomerang handcuffed right in the back of the car.

"Freeze Schultz!" yelled a voice and Shocker, knowing that he had been licked, took a step back, giving a very brief hateful look. "Come forward, nice and quietly."

Without another word, Shocker stepped forward, without his gauntlets, that had slid away from him, he was about as useless as a common thug on the street against Spider-Man.

Spider-Man slumped, taking a deep breath, as he saw Captain Stacy walk right by him.

"Alright, Spider-Man," muttered Captain Stacy.

"Fine, just give me a moment to catch my breath," said Spider-Man, as he held out the case, right towards Captain Stacy. "Take this, I'm sure you and the rest of the fine cops of this city, will be able to take care of it."

"If it wasn't for you, Spider-Man, we wouldn't have anything to take care of, so thank you," said Captain Stacy, as he took the case from the rattled web slinger. "Things are getting rather dangerous out there, and while we do our best, the rules of the game have changed. Despite what others may say, you're very much appreciated."

"I do what I can," said Spider-Man, as he rubbed his side, he would not be surprised if he had a few bruised ribs as a souvenir from that fight.

"Captain, I need to ask you a question?" called a voice from the distance and Captain Stacy moved forward, to allow Spider-Man to slip off into the night, to nurse his many wounds and muse about many questions that he had on his mind.

"I'll take that off your hands, Captain," said a young cop to the side and Captain Stacy handed him the case, as Spider-Man moved off.

_"Don't have anything answered tonight, if nothing else, there are many more questions," said Spider-Man. "You would think that something's going to break."_

XXX-XXX

"So Spider-Man managed to foil my plan," said Kingpin, as he sat back, calm and icily looked forward, as he read a report sent by one of his informants on the police force. "The plan had potential but the execution was lacking. So much the pity, the value of that fabric would have added substantial value to my organization."

Kingpin leaned back right now, one plan failed was not going to set him back. Quite the contrary, it would serve as an inspiration to come up with further plans. With Silvermane being released in a matter of months and the Master Planner putting a strain on his territory, it was a tight corner. Not to mention that accursed mysterious guardian devil, who still after all of these months had put many of his best men behind bars.

The Kingpin of Crime always had one supreme trump card, one that would wipe out or cripple anyone who threatened his empire. When the time was right, he would gain more power and his enemies would be cut off at the knees.

XXX-XXX

Carolyn Trainer swept past a doorway, down into a darkened hallway, off to the side of the main laboratories of a facility at the edge of the town. To those with a more mundane mindset, it was merely just a research facility, where the greatest achievements in many forms of science were being fond. The true purpose was more sinister, although many of the people recruited were blissfully ignorant about who they were working for.

Taking a deep breath, Trainer raised an arm and knocked three times on the door.

"You may enter."

Trainer slipped inside, to a darkened miniature lab, with equipment all of the round. There were no windows in the room, there was no way in the room, except for the door that she had just entered. It was a cold and sterile environment, with only a very dim light illuminating it and a figure stood in the shadows.

"Your little presentation. Report on it, please."

"The press seemed to be pacified, despite nothing extraordinary being said," reported Trainer in a calm voice. "Enough interest for mostly no one to nose around, but enough to get us funding. It worked as you had expected Doctor..."

A loud scrape of metal interrupted Trainer.

"Master Planner, Ms. Trainer. The walls could have ears. Until I can execute my plan. I have nothing to chance. And what do you mean by almost no one?"

"Captain Stacy's daughter was asking questions," said Trainer. "She seemed to be awfully curious about what the nature of our project. Oh and her boyfriend, Peter Palmer or something or other, the one that takes photos of Spider-Man."

"Parker, Peter Parker, a bright young student of Midtown High School. Could potentially be of use, providing he is broken of that annoying habit of following obnoxious do-gooders around. A couple of teenagers, of no concern to me. Who would even guess that this was a front to my master plan."

"Norman Osborn also attended," added Trainer as an afterthought and a click and a scrape of metal was heard. "He seemed interested."

"He would be. Our front has barely begun and he's already looking for ways to put us down and buy us out. Osborn could be valuable, if he learns the true order of things and learns that I am vastly superior at an intellectual level. If not, he shall be dealt with, like Spider-Man and the Kingpin, as you well know."

Trainer nodded, as she slowly stepped back. She thought that her teacher was a little too obsessed with Spider-Man for his own good and it was causing him to lose sight of the goals that he had set forward, but it wasn't her job to question.

"Will that be all that you need, Master Planner?" asked Trainer.

"Yes, Ms. Trainer, that will..."

The door creaked open and a robotic tentacle light arm shot from the shadows, and hooked onto the shoulder of someone.

"Do come in, please, since you seem to be snooping around."

The door pushed open, as the tentacle slowly retracted and a rather shell shocked Mark Raxton stepped into the room.

"What are you doing here, young man?"

"Dr. Trainer dropped this notebook, I followed her here to give it back, I wasn't snooping around, I swear," said Mark as he held it out towards Trainer, but she looked from the Master Planner to Mark.

"That was very careless of you Carolyn. I'm disappointed. You should know to take better care of your possessions. And who is this young man who decided to come into a building after hours."

"Mark Raxton, he's one of the scientists that we hired on the work program from ESU," said Trainer in a slightly nervous tone.

"Ah yes, Mr. Raxton, your biological mother remarried a Mr. Allan, you have a step sister that's about to graduate from Midtown High, I do recall, and you are one of the most brightest students in your class at ESU."

"Yeah, I know that, you don't need to tell me my life story," said Mark but then he caught a look at the robotic arm in the shadows. "And you're...you're..."

"I know who I am, Mr. Raxton. No need to tell me thank you, I'm well aware. And I'm sure that you may also be well aware that Ms. Trainer has told me where your family lives. I believe you're smart enough to know what happens if you breathe one world of my involvement here to anyone. Ms. Trainer says they seem like such nice people. It would be a pity if anything happens to them."

"Y-y-es, of course, I won't say anything and I'll do whatever you say, just don't...don't hurt anyone," said Mark.

"Good to see that my faith in your intelligence has not been misplaced. So why don't you head on home, its getting rather late out there. Don't forget to buckle up and drive safely."

"Right, sure, sure," said Mark, as he backed up and walked away, leaving the room.

Suddenly Trainer stood, her teacher's eyes were on her.

"You better get going yourself. Its late and you need to get to work bright and early in the morning. A rested mind is a productive mind after all."

"Right, indeed, good night, Master Planner," said Trainer as she stepped out and the Master Planner turned, a moment later, a call that he expected at midnight on the dot was coming in.

Click.

"Speak."

"We have it Master Planner. As we planned. When the fools were distracted by disposing of those useless fabric samples, thinking they're dangerous, we were able to smuggle this into the city."

"Very good. As if anyone with half of a brain cell would leave something that valuable lying where the place would find it. It was already moved to this location. All the police destroyed were fakes. I will have members of my organization pick it up. The money has been wired to your account already."

"Its a pleasure doing business with you. The second component will need to be stolen from Stark and it will take some time to do that discreetly."

"Take as much time as you need, genius cannot be rushed. So for, AIM has been satisfactory with the equipment that you have given my game.. Soon once I have taken control of this city, you will be legitimized."

"It is a pleasure as well Master Planner. You are a true credit to science."

The Master Planner disconnected the communication.

XXX-XXX

The next morning, Peter Parker sat, a small sample of fabric underneath the telescope, in his bedroom, and he looked at it with a frown, trying to look for anything out of the ordinary.

_"Well after studying this for about two hours, I have to conclude that both the Kingpin and I...have been played for complete and utter saps," thought Peter in frustration as he winced, still rather banged up from the fight with Rhino. "I should have known that AIM wouldn't have let something like this be found. Yet, what's their game? Just seems like that the more answers I look for. The more questions I get."_

Carefully, Peter scooped up the vial and dropped it right in the trash, given the fact that it was useless, he had no part of it. It was bad enough when the criminals got away, but in some ways, it seemed even worse when fighting the criminals over something useless. As he left to spend a full day hanging out with friends, at least until duty called, Peter Parker bemoaned some of the unfortunate necessities of the great power that also can with great responsibility.

XXX-XXX

Norman Osborn sat at his desk in his Private Office at Oscorp. He had expected better from the presentation, but there appeared to be nothing of value. It seemed more like something a fifth grader would slap together the night before to achieve a borderline passing grade for a school project. He leaned back, with a twisted smile, as the phone rang on his desk. A frown appeared on his face, this was a private line, only a fair few had it.

"How did you get this number?" demanded Osborn.

"It doesn't matter, Osborn," said a voice at the other end of the line. "I have valuable information that you might want..."

"If you're fishing for a job Warren, you can forget it, I'm not interested," said Osborn coldly. "Yes, I know its you, so don't try and deny it."

"Well you'd be interested in this, Essex has planted a spy in your organization, he's trying to figure out what your angle is with the mutant issue," said Warren.

"I'm well aware of this as well, Warren," said Osborn crisply. "Miles Warren, you did show promise at one time. I'll admit that. So I need you to answer me one question. Why are you working as a lap dog for someone like Natheniel Essex?"

"He's got resources and knowledge beyond everything else," said Warren but he seemed unsure.

"Knowledge, given the fact that in his centuries, he still hasn't perfected genetic cloning or wiped out the weak or anything he's aimed to do,," said Osborn. "He has you slaving away, to try and unlock the secrets, secrets that he has not managed to unlock as of yet. He's rather dependent on you, Warren, yet he seems to give you an impression that you need him. If you had a bit more of a spine, you would do something that prove your superiority over him. But I doubt you do. Therefore you'll always be underneath someone else's foot, Warren. And you'll never been anything."

"I don't work with you anymore, Osborn," said Warren, extremely agitated, his voice shaking. "I don't have to put up with this abuse."

"Yet you do," said Osborn. "Unlike you, I answer to no one and I don't wait around for someone to tell me what to do, I do it. Has nothing you learned when you worked for Oscorp stuck with you. Take an idea and bring it several steps beyond what a simple mind could think possible. Until that lesson sinks in, you're be nothing but a lowly scientist toiling in a dark dingy laboratory. No one will remember your name when you die, because you're nothing. You've done nothing, because you are nothing."

Osborn heard Warren hang up, an indifferent look on his face. The man was always easy to manipulate. Osborn turned back to the computer, and continued to double check the variables in front of him, as he read the new and improved formula.

A few tweaks and it would be ready. Spider-Man would be reunited with an old fiend all too soon.


	67. As the Web Melts Part One

**Chapter 67: As the Web Melts Part One**

" **Do you fear stepping out your front door? Concerns about where your next paycheck might come from, if at all. Do you fear being able to feed your children? Do you have fears that someone might be harming your children? Do you fear that your friends, your neighbors, your colleagues at work, your classmates, or even your own family are not what they say they are?"**

A brief pause allows the viewing public to sink that fact in.

" **Mutants continue to rise and they will oppress humanity. Do not be swayed, they will never be one of us. Humans must consider their future. The lives of humans have been ruined and even ended by these mistakes of nature. Washington has spoken about stricter controls against these mutants but how many innocent humans will perish?"**

Grainy black and white footage of the X-Jet firing on an unsuspecting crowd of people, followed by humans cowering in fear at displays of power, and then Spider-Man battling Shocker, while several buildings collapsed, leaving humans to run in terror.

" **The mutant problem is very real. To be a mutant is not normal, their very existence pollutes the gene pool of normal humans. Children of mutants are likely to be mutants themselves further contaminating our values and way of life and this cannot go on. The mutant epidemic must stop. The freedom of humanity is at risk and we must pressure the government to step up their efforts or have someone do the job."**

An image stating the Friends of Humanity logo appears on the screen.

" **Join the Friends of Humanity. If you are not part of the solution, you are part of the problem and you are an enemy of humans."**

_The Following Message Has Been Brought To You by Graydon Creed and Funded by Humans Like You._

-XXXXX-

"The fourth attack on supposed mutants this week or mutant supporters, Captain Stacy," reported Officer Jean DeWolff. "No deaths yet, but one little girl was severely burned."

George Stacy looked grim at this fact.

"Creed has then riled up enough, but the problem is that he never urged anyone to attack any mutants as far as we know," muttered Captain Stacy as he thumbed through the reports. "We've got more than enough problems to deal with."

"Silvio Manfredi," said DeWolff.

"Time off for good behavior, released in November," said Captain Stacy.

"Everyone knows what's going to happen," said another officer as he shook his head.

"Everyone knowing what's going to happen isn't a valid by the laws," said Captain Stacy, but he shook his head. He was sure that Manfredi or Silvermane as he was better known, had made some rather influential friends that caused him to avoid being thrown on death row, even though there was an airtight case against him. The ninety year old mob boss was sharper than most his age and very dangerous, despite his organization being completely depleted.

"What about the mutants though?" asked a young, brash cop sitting off to the side. "We should round up those freaks more than worrying about some geezer mob boss getting out of prison."

"It'll be the MRD's responsibility to round up mutants if they do not register their powers at the end of the month," said Captain Stacy, looking less than thrilled about the entire situation but his hands were firmly tied.

"People like Spider-Man though, they're reckless, they should be put down," argued the cop.

"Again that's not our job," said Captain Stacy in a collected tone of voice. "And if I personally find that anyone on this force had anything to do with any of these attacks, you'll find yourself facing an inquiry. Is that clear?"

There were many nods, although some of them quite condescending as many of them had slowly vacated the area.

"Captain Stacy, I am concerned about the Spider-Man situation, I do think that we should push for whoever is under the mask to show his face," offered DeWolff delicately. "People will always wonder."

"They will," agreed Captain Stacy. "It's their choice to wonder, much its Spider-Man's choice to hide his face. I can state with one hundred percent certainty that he's not hiding his face for himself."

"I'm not condoning these attacks on mutants, but don't you find that people might consider it a little bit hypocritical to condone one form of vigilante and not another," replied DeWolff and there was a pause. "Captain Stacy?"

"I can see that, but Spider-Man is in many ways a necessary evil," said Captain Stacy. "As skilled as many are on this force, us going up against either the Scorpion or Rhino or anyone else Spider-Man has gone toe to toe with, I don't see ending well. This is not a slight of our capabilities, just a fact."

"One that I'm not arguing with," said DeWolff hastily. "It's just that…Creed might have a point, the one that he made about Spider-Man having a hand. Well not entirely but…It's not on purpose, but still inadvertently a lot of these people would not be who they are."

"Yet many of them might have been something different, perhaps worse, and a lot more people would be dead," replied Captain Stacy grimly. "If Spider-Man descends to the level of these people…I'll have no choice. If he takes a life in cold blood, then I'll have to bring him in, just like any other criminal. I'll have no pleasure in doing it, but I don't think it will come to that."

"How could you be for sure, Captain?" asked DeWolff.

"I have a good reason," replied Captain Stacy. "But as long as I'm around, there's going to be a place for someone like Spider-Man in this city to do good. Now I'm sure that we all have work to do, at least I know I do. If nothing else, this city never gives us any time to breath."

-XXXXX-

Several figures dressed completely in black with night vision goggles and metallic gloves slipped down right in front of a building, from a waiting helicopter. One of the figures held up a hand, with a small tentacle like implement retracting, before it forced its way into fuse box for the facility. With the merest effort, the power for the security system was completely shut down.

Down the hallway, to the right, and up three flights of stairs and down another three corridors, before they reached a large stone door right at the end of the hallway.

"Stand right here," whispered one of the gang members. "Watch out for the web slinger. Deal with him if he shows up but the Master Planner wants him alive still for some reason."

"Would have offed the bastard by now," muttered another gang member, as he flicked his hand, as three gang members stood, one on the left, one on the right, and one on the center of the stone door, before they placed their hands down, causing the stone door to vibrate.

The particles accelerated enough for the remaining members of the gang to slip through.

"Three minutes, before you're trapped in there, two minutes before that, the security kicks back on," muttered a voice, but they reached a glass case. One held his hand up and cranked a miniature dial on the side of each glove, before he reached right on other side of the glass case, carefully lifting the heavy case off. This action allowed two men to stand in and pick up a triangular container.

"Drop that stuff and you're wipe out half of the city block," hissed the apparent leader from the outside. "The boss wants it all, he has plans."

"A master plan?" suggested one of the gang members.

"Quit with the wise cracks, you remind me of the web head," said another gang member. "You better not be the web head under that mask!"

"No, no, I'm not him, I've never even met him," said the gang member frantically, as he helped pass the container, it was slightly blistering his hands from the intense heat. "What is this stuff anyway?"

"Who cares, let the nerds and geeks figure that out!" snapped the leader.

"We pulled off a heist without that nosy bug rushing in and playing the hero," muttered a voice.

"Don't jinx it!" hissed a gang member but they all paused and one of them whipped out a gun and fired it right towards a nearby sound in the shadows.

"Just a cat, just a cat, now hurry, we got get out of here before the security kicks back on, to that elevator, and don't drop it!" ordered the leader.

Barely, just barely, the Master Planner Gang managed to escape the premises, with the stolen goods.

The news of the break in would leak a short time later, early in the morning, but by that point, the gang had pulled off the heist.

-XXXXX-

"And I got talked out into this, how exactly?" asked Peter, as he walked into the Roderick Kingsley superstore, shoulders slumped slightly, to the amusement of the people around him, as Liz, Mary Jane, and Gwen stood with him.

"Lighten up Pete, it's not that bad," said Gwen as she patted him on the shoulder in a consoling manner.

"Define not that bad," said Peter, as he rubbed the side of his head. "It's just as well that I have to be here, because I need to get a new camera."

"What happened?" asked Liz in an absent minded voice, as she looked around, wondering where Harry was, he was supposed to be there. She resented the awkward position that Harry had put her in, as he had promised to tell Peter and Gwen about his little run in with the law and his problems weeks ago, but he hadn't.

"I stepped out of it getting out of bed," replied Peter sheepishly, which caused some snickers.

"Seriously?" asked Mary Jane.

'Yes, seriously, there is no really better story, sinister or otherwise about what happened, I stepped on my camera when climbing out of bed," said Peter, wincing at the memory and mostly the slight injury to his foot. He still had a slight limp if he stepped the wrong way.

" _Just imagine the headlines now, Spider-Man, brought down by a rogue camera," thought Peter, bitterly._

"Well it looks like someone's weather forecast is set to permanently moody," remarked Mary Jane lightly which Peter just responded by narrowing his eyes.

"And where is Harry, isn't he supposed to be here so I have someone to share my torment…of shopping with," said Peter as he shuddered.

"That's what I'd like to know, too," answered Gwen.

"I've called him, I guess he might have overslept or something," said Liz.

"Well that's common for Harry, all of the times that he showed up for school right before the final bell rang," said Peter with a smile.

"I don't know, what if something happened?" asked Gwen.

" _Yeah, I wonder, if Norman's got another lost civilization mad at him, and Harry got kidnapped to pay for it, oh well, if we can't get ahold of him in a bit, then I'll be worried," thought Peter. "But, it's got to be Harry being Harry. Then again he wanted to tell me something…I wonder."_

"He's got to be okay, I guess," said Liz with a frown. "Maybe he got tied up, maybe his father…decided to do something to change his plans quickly."

"That would figure," agreed Gwen as she looked around. The Kingsley Super Store that replaced by the old mall was rather cold and uninviting, a bit corporate and a couple of security guards walked out, giving the group odd looks for just existing.

"You'd think they've never seen people hang out," muttered Mary Jane.

"Think that might be the case," said Gwen.

"I'll get my camera, I'll meet you back here a little bit, hopefully Harry will show up," said Peter as he slipped off and the others seemed to agree, as Peter walked off, through the maze of the Roderick Kingsley Superstore, as he slipped inside.

"They don't want much, do they?" mused Peter, as he looked at the camera with a price tag of three hundred and twenty dollars on it but it seemed to be one of the cheaper models.

"What do you want, kid?" asked a salesman shortly. "If you aren't going to get something, then get out of here and make room for people who actually have money?"

"I'm looking for a camera, but something cheaper than this," said Peter. "Can I find anything cheaper than this?"

"Yeah in a dumpster maybe," said the salesman snidely. "If you don't have the money, then get out."

"Fine, I get the picture," said Peter as he walked off, with the salesman looking right at him, eyes narrowed.

" _Can't believe this, can't get a camera without enough money and if I don't have a camera, I can't make any more money to get a camera," thought Peter, shaking his head. "I guess I'm going to have to use my spare camera. The one where the button sticks half of the time. The one where the film gets corrupted half of the time. Jameson is not going to be happy."_

Suddenly, Peter looked up, to see a group of men dressed in black with red arm bands with FOH printed in in white.

"Did you know that mutants are stealing our jobs, our food, and our oxygen?" asked one of the men, as he stepped right up to Peter, as two others walked to the other side, boxing him in.

"No, I didn't," said Peter slowly.

"It's true, we must stand up to the rights of humanity, pure and true, without us being corrupted by the mutant DNA," replied the lead member. "Mutants are corrupting human innovation and putting many people out of jobs, on the street. Every single human on earth must unite as one and drive the mutant menace away. Eliminate them completely."

"Wait a minute, are you trying to say that all mutants are bad?" asked Peter.

"They are not natural, they have abilities that are not normal to humanity," said a member of the group gruffly. "Each and every human needs to stand up to them. If they don't, the mutants will enslave us and steal all our resources, our ideas, and we won't make anything off of them."

"We need to take down those filthy muties by any means necessary," added another member of the group, cracking his knuckles in a menacing way.

"Yeah, whether those stuffed suits in Washington pass the law or not," said the leader. "By the time those politicians decide what to order for lunch, we're going to be up to our ears with mutant trash."

"So what do you say, kid?" asked another member. "Ready to sign up with the winning team and drive those filthy mutants out of town and take the city back for humanity?"

"Look, I don't really have a problem with them, with mutants I mean" said Peter but two of the goons grabbed him from behind.

"I bet the trash wouldn't say the same thing with you," said the leader. "And we have a huge problem with humans who is a traitor to our race. If you're not with the Friends of Humanity, then you're an enemy of humanity, and should be dealt with the mutie scum."

"The human race needs to be purified, those mutants are a blight to the perfect world," added another one of the goons, as he waved a clipboard. "Pledge yourself to the Friends of Humanity and we let you go on with your day. You're a human, you qualify, we don't care about any race, gender, sexuality, religion or anything. As long as you're a pure one hundred percent human, without the slight trace of mutant heritage, we'll take you."

"So what do you say?" asked a goon who tightened his grip.

" _I can easily take these guys, but secret identities and all that," thought Peter desperately."What to do, what to do?"_

"HEY!" yelled a security guard, as he approached them. "I thought I told you Friends of Humanity yahoos to clear out of here the other day."

"You can't stop us from spreading the word of the great Graydon Creed," said the leader of the group as the two goons stepped forward.

"His word doesn't make this store one dime," said the security guard, as he pulled out a baton. "Now you get out of here, before I call the cops."

"Fine, we'll spread our word where the values of humanity are more appreciated," said the leader roughly, as Peter was shoved down to the ground by the other two goons. "We'll make sure to spread the word that Roderick Kingsley doesn't respect the human race."

The Friends of Humanity members walked off as Peter pulled himself back to his feet.

"As for you, get back to shopping or get out," said the security guard roughly to Peter as he walked off, no doubt in search for more teenagers who thought that this was a place to hang out, rather than bother everything.

" _World class customer service," thought Peter, as brushed himself. "Of course the Friends of Humanity make them almost charming."_

XXXXX-XXXXX

At the Krake Research Facility, Mark Raxton sat bent over a very delicate power source that he had been tasked with. One small misstep, and the entire thing would be fried, costing the facility millions of dollars and costing Raxton more, given the implied threats that hung over his head from the boss of his boss. Dressed in a suit of temperature regulating fabrics, due to the intense heat that he had to work in, Raxton continued to work to the best of his abilities.

The scientists looked rather quiet, as they worked on components of various types, most of them extremely small and extremely delicate.

The side door opened, as a group of armored henchmen walked in. The scientists remained still, the numerous weird comings and goings becoming second nature. They had a job to do, it was not to ask questions. They watched as Carolyn Trainer accepted a triangular cylinder container, with a nod.

"The Master Planner will be pleased," replied Trainer in a low voice. "This Alloy is the final component that he needs for his power source."

"What's it for anyway?" grunted a thug.

"Not your place to ask questions, you have your next job, now get going, and if Spider-Man gets in your way, you know what to do," whispered Trainer in an undertone.

"I'd like to go a few rounds with the web slinger, he doesn't look so tough," replied the leader, a man with long greasy hair, as he chewed on a toothpick.

"The Master Planner would like to avoid a fight, Ramon, and he doesn't want you to hang around here," said Trainer. "People are already getting suspicious."

"Who cares about a few science geeks?" asked Ramon roughly.

"The Master Planner does," mutters Trainer. "You have the next item and the location."

"Yeah a block away from that Kingsley Superstore, got it," replied Ramon slickly, as the Master Planner gang slipped away and Trainer turned without a further word, as the gang exited, with the container right in her hand.

"The final component to bond with the power source, Mr. Raxton," said Trainer. "Do not touch it directly with any part of your skin. The consequences are not known but I think that you do not want to find out what they might be. The bonding process takes eight hours. If it is compromised before then, the entire power cell is ruined and this entire laboratory goes up with it. Once it is completed, then you will be reassigned to another project. Is that clear?"

"Yes, Dr. Trainer," said Raxton, as he took the triangular container, as he held it carefully. He wondered what he had gotten himself into.

"And remember, my boss knows where your family lives and if it's not up to his specifications, the good doctor will be making a little house call," muttered Trainer. "Is that clear?"

"Crystal," replied Raxton, the Internship of his dreams had turned into a nightmare, as he had been forced to work unknowingly for an insane super villain. The other science graduates seemed unaware or perhaps they didn't care.

He went to work, all while looking over his shoulder.

XXXXX-XXXXX

"Remind me again why we decided that going here is a good idea?" asked Peter.

"Right now, I'm not sure," replied Gwen.

"Customer service isn't what it used to be," remarked Peter with a shrug.

"It wasn't that bad," offered Mary Jane. "Other than those nuts trying to give out the pamphlets."

"You mean the Friends of Humanity," said Gwen, tone with absolute disgust.

"What other nuts could we be talking about," said Peter. "Pushy sort, won't take no for an answer, trying to draft teenagers into their holy war to wipe out all mutants."

"Reminds me of a couple of people I used to date," stated Mary Jane casually. "Other than the entire, trying to draft teenagers into their holy war to wipe out all mutants part."

"I don't think that one guy appreciated where I told him to stick his pamphlet," said Gwen.

"Something tells me they wouldn't," said Peter, as he had seen what the Friends of Humanity did with their more diplomatic voice, as he watched Liz walk out of the mall.

"Harry, where were you, I've been trying to call you for hours, yes, that was today, no it's not early, it's one in the afternoon," said Liz. "You forgot to set the alarm, are you sure you're alright? I know, but…yes, I'll see you later I guess. But you better have a good explanation."

"So he did, oversleep," muttered Peter, but suddenly his attention was caught by something off to the side and promptly his spider sense went off.

" _Those guys look like…Master Planner gang, pulling off a heist in broad daylight, they must be getting bold," thought Peter. "Of course, in a place that most of their scientists are not there right now, with minimal security. Except for one web slinging hero of course."_

"Oh crap," said Peter suddenly.

"What is it?" asked Gwen and Mary Jane looked curious.

"I just remembered…something I need to take care of quickly, I'll find my own way home, don't worry about me," said Peter, with Gwen nodding.

"Okay, talk to you later," said Gwen as Peter was around the corner.

"He always seems to be running off for some reason," said Mary Jane as she surveyed Gwen. "Don't you find that odd?"

"I'm used to it," said Gwen crisply, not wanting to reveal any more that she had to. "And I trust him."

"That's good you do," said Mary Jane, as she studied Gwen carefully.

"I know it is," said Gwen coolly. "So there's really no point in hanging around here, and since Harry isn't likely to show up, we might as well go."

XXXXX-XXXXX

An unconscious and bound security guard was slumped against a wall splattered with blood, when the Master Planner gang stepped in.

"Get the stuff, get in, get out, and get back, no screwing around," said Ramon gruffly, as the Master Planner Gang shifted a crate to find what they needed. "Right, the stuff should be around here, marked, one of you that can read find it."

At that moment, a thug found the crate pleased but several shots of webbing had wrapped around the bottom, causing it to stick to the ground.

"What the…" started the thug, but he looked up, right into the feet of Spider-Man to impact his face.

"Spider-Man!" yelled another thug but his gun was quickly whipped out of his hands with a web yank, before Spider-Man bounced up and grabbed his shirt, to flip him over to the ground.

"Yeah that's me, ready to break up your little play date," answered Spider-Man as he twisted around, bouncing right off of the head another gang member, to flip into the air and he came crashing down knees first right onto the top of the head of another gang member. "Broad day light in New York, you have to get the award for the absolute dumbest thugs ever."

"Yeah well you're going to be the dumbest dead bug around," grunted a thug, as he retracted razor blades from the side of his armor, before he charged Spider-Man but Spider-Man dodged them.

"Whoa, easy with those things pal, they're dangerous," said Spider-Man as they got stuck right in a wall. He struggled to rip them off, but Spider-Man webbed him right to the wall the moment they got out. "See what I mean?"

Spider-Man flipped into the air, wrapping two toothless pudgy thugs together, face to face.

"Well, don't you two make a cute couple?" asked Spider-Man but suddenly one of the thugs rushed forward, before he wrapped his hands right around the throat of Spider-Man.

"Jokes on you, bug, these things make me ten times stronger, so I'll snap your head off, you pencil neck geek," grunted the thug but Spider-Man grabbed the hands and managed to push them off, using his spider strength to short circuit the gloves, along with breaking several bones.

"But obviously not ten times smarter," said Spider-Man, as he flung him down and then webbed him onto the ground.

Two thugs rushed together, guns blazing, but Spider-Man pivoted slightly, propelling himself up to avoid their attacks, before he swung up and shot two lines of webbing, disarming them, before he shot another two lines of webbing, biding their arms together and then he brought his arms together, causing them to crash into each other head first, knocking them out.

A group of thugs made a mad scramble to the door, shoving each other out of the way, in their escape.

"Oh, leaving so soon, why don't you stick around?" asked Spider-Man, as he shot a line of webbing, wrapping the feet of one of the four thugs together. The thug was tripped up but a shot was fired right over the shoulder of one of the shoulders.

"Let's get out, this is a bad job and the cops are here!"

Spider-Man swooped down to ensure all of the thugs that had had taken out were properly secured with a brief look, before he exited through a window, crawling on the wall, to see two of the three members of the Master Planner gang already subdued and handcuffed by the police.

"Get these two downtown, see if they know anything, if they know anything," said Captain Stacy.

"What about the third?"

"Spread out and search the area, he's armed and dangerous, he's already taken a shot at his own men," responded Captain Stacy, as one of the gang members had managed to avoid the attempts to take him down, as a pair of officers were on the ground, shaken up but not fatally injured.

"More inside!" called Spider-Man as he swung right past the assembled group right down the street.

" _Now if I was a thug with an attitude, where would I hide," mused Spider-Man as he swung right across the city. "Might as well be looking for ants right now but…ah there's the greaseball right there, going right into that lab, I think I have him right now."_

With a whoosh, Spider-Man dropped down.

XXXXX-XXXXX

Ramon the thug moved forward, throwing down the blaster, it had run out of fuel. He kept firing across the city, hopefully taking out some of the cops along the way. He burst into Krake Research Facility, frantically starling the scientists.

"If you're looking for Dr. Trainer, she's not here," said one of the scientist.

"Don't care where that bitch is!" snapped Ramon, as he rushed forward, before he picked up a miniaturized cannon.

"Be careful, it's experimental, hasn't been tested, it could be dangerous," muttered one of the scientists.

"Shove it, geek!" yelled Ramon as he shoved the scientist right to the side. "Of course it's dangerous…for Spider-Man."

"Someone mention my name," said the web slinging hero.

"Eat…whatever this thing does," grunted Ramon, as a blast of red light erupted from the cannon, but Spider-Man dodged, it blowing a hole right through the side wall.

Spider-Man swung around, before he managed to disarm Ramon with a huge kick, sending him crashing down but he still had the cannon in his hand as he regained his bearings.

"You all got to get out of here right now!" yelled Spider-Man, as the web slinger moved around and many of the scientists did not seem to really think twice as they moved to the exit but Mark Raxton stood, frantically working on something. "Hey, out, that means everyone!"

"Just one moment, I need to get this done," said Raxton and Ramon directed his fire right at Spider-Man who ducked and shot two lines of webbing out, wrapping around the cannot but Ramon punched Spider-Man just as he disarmed him right now and Spider-Man was down to the ground.

"Get out, now!" managed Spider-Man, as Ramon had a blow torch that he tried to melt the webbing. "That thing…whatever is…"

Ramon had freed the cannon and sent another blast right towards Spider-Man, which had caused Spider-Man to duck and the table that Raxton was at to be blasted. The backlash sent Raxton flying right to the ground but he managed to prevent the component to smash into the ground.

"OUT!" yelled Spider-Man again but Ramon had begun firing at him frantically, blowing holes at the floor and rocking the tables and shelves, causing chemicals to teeter dangerously above.

The component slid right out of the hand of Raxon, right underneath a shelf of chemicals, the scientist

Spider-Man continued to evade the thugs attacks, in a way to disarm him safely. He could not see Raxton, so he assumed that he had finally listened and got out, which allowed Spider-Man to throw his entire focus right on the thug trying to kill him.

The rapid firing of the blaster had caused it to overheat in the hand of Ramon and the greasy thug sent it flying right over Spider-Man's head where it smashed right into a shelf of chemicals, causing the chemicals to burst open and them to bubble.

Raxton pulled himself up, as Spider-Man finally managed to stun Ramon enough by webbing him right up.

"Got it," muttered Raxton, as he turned, chemical vials burst open, splashing both himself and the power source, causing it to bubble and his eyes to widen in fear.

Spider-Man turned horrified, before the power source cracked and began to hum.

"Spider sense, going crazier, got to get out of here!" shouted Spider-Man as he rushed forward, before he slid the webbed up thug right down a hole to the basement below and then made a movement for Raxton.

A large fireball engulfed Raxton, with the explosion rattling the windows and echoing from miles around.


	68. As the Web Melts Part Two

**Chapter 68: As the Web Burns Part II**

Spider-Man was on his back in the hole he made, seeing nothing but bright light for a few seconds, before he shook the cobwebs out of his head. He pulled himself up, dazed, as he found himself step forward.

" _Like stepping into a sauna," thought Spider-Man as he felt the intense heat as he tried to pull himself up to the top level, as he found that the various tables and walls around the lab area were slightly born._

Spider-Man turned around, before he saw Raxton slumped right over to the table, sweat pulling down his face.

"You, we need to get you out of here!" shouted Spider-Man as he stepped over, frantic, as Raxton steadily pulled himself up to a mostly standing position and Spider-Man took a step back, eyes widening underneath his mask in absolute horror.

"What happened to me?" managed Raxton, but he felt as if every nerve in his body had been on fire, but he looked down, to see a small glowing area that was emitting heat around his chest. "Spider-Man…I…"

"Just stay calm," said Spider-Man in a shaky voice. "We'll be able to get you some help…get you out of here…"

"No, I'm beyond help!" shouted Raxton but the heat inside his body had flared up, burning the inside of his throat raw as he staggered forward. "KILL ME NOW!"

"What?" asked Spider-Man, taken aback by this request.

"Kill me!" ordered Raxton. "Before it's too late…I can't really, hurts to breath…JUST KILL ME!"

"I can't do that," said Spider-Man panicking, as he walked right towards the window, but the immense heat had welded that, along with the doors shot. Putting his feet into the door and he tugged with all of his might, before he busted open the doors.

" _Okay stay calm Spidey, he needs help, I don't know if he's beyond it or not but I got to try," thought Spider-Man. "That blast should have killed him but…stay focused, there will be plenty of time to worry about scientific inconsistences when Raxton gets medical attention."_

The sirens blared, as an ambulance pulled up and two paramedics.

"Spider-Man there was an explosion did you…" started one of the paramedics.

"I saw it, I was in there when it happened…someone got hurt, no time to explain…medical attention, I don't need to tell you what to do!" managed Spider-Man and there were no further questions, but a crowd had gathered.

"Spider-Man, what happened in there?"

"Did anyone get killed?"

The press had descended upon the area and there was a loud scream of agony, but the police had arrived, and another ambulance to investigate the situation.

"WHY DID YOU HAVE TO DO THIS TO ME, SPIDER-MAN?"

Spider-Man stiffened, as more than a few people turned around, as an agonized young man was being rolled from the building, his face completely red, badly burned, as his eyes oozed fluid, and people could feel the warmth.

"Spider-Man…did that…he did!"

"Keep him away from us!"

"He's nothing but no good mutant trash, just like that Creed guy said!"

" _Crowd's getting rough," thought Spider-Man, as they started yelling, but a line of webbing was shot up as Spider-Man ascended right, watching Mark Raxton being hauled right into ambulance, his agonized screams being the things of nightmares. "This looks really bad me running away from this but I don't want anyone to get hurt trying to go after me!"_

Spider-Man swung away, to regroup, as he slowly became haunted by what had just occurred but he felt rather fatigued and flushed, the more he swung it across the city, but he shook his head.

" _Must have been the fight," thought Spider-Man in a daze, as he swung off._

XXXXX-XXXXX

"Police were swarming around the lab when I returned," said Carolyn Trainer, as she stood across the street from the former lab.

"Most unfortunate as that will no longer be a viable base for our research. It is only a small favor that the explosion has likely to have erased much of any evidence that would have been left there. But was anything of note damaged."

"The only thing that was there were some faulty prototype weaponry and…the enhanced power source," supplied Trainer.

"A temporary setback I would admit perhaps the cost of locating another element potent enough to stabilize for infinite power for my plan. But no matter, there are ways to work around it. Everything must remain on schedule. Now what of causalities?"

"Raxton, one of the scientists, he was caught in the blast, taken to the emergency room," said Trainer, as if reciting a simple scientific fact and not the news that a young man was severely injured.

"A pity, especially considering that the hospital will be unable to save him."

"What will happen?" asked Trainer.

"It is mostly uncertain, although I do have theories and all of them will not end well with young Mr. Raxton if they prove to be true. Do keep me posted on any strange news regarding our unfortunate victim."

"I will," replied Trainer crisply as she watched closely. Another one of her mentor's plans, set back by Spider-Man and his meddling. It was only a small satisfaction that protesters were calling for the head of Spider-Man and would distract the media from pointing any fingers towards her.

XXXXX-XXXXX

With a deep breath, Peter, now back in his civilian identity staggered a few steps and shook his head, back home.

" _Getting out of shape, aren't you, Pete old boy?" thought Peter as he took a few more steps but then his cell phone rang. "How much you want to bet that's not good news."_

"Talk to me," said Peter.

"Peter, where are you?" asked the frantic voice of Harry.

"I could have asked you that question earlier," said Peter.

"Yeah I know, no show but listen..something bad has happened!" said Harry. "Liz's brother, well step brother technically, doesn't matter…but still, there was something involving Spider-Man…you wouldn't happen to know anything?"

"Why would I know anything?" asked Peter, a feeling of impending dread coming on.

"Well you always seem to be around where he is, you know taking pictures for the Bugle, so you might have a better idea what happened, they're saying that Spider-Man attacked Liz's brother and infected him with some kind of spider virus or something," said Harry.

"Some kind of…Harry, don't be ridiculous," said Peter in an exasperated and winded voice. "I didn't see what happened, but I did see Spider-Man chase a goon, there was a robbery, I couldn't get close enough, but there was some kind of explosion, it was hot."

"The way Raxton was going on was that Spider-Man was the one who did this," said Harry seriously. "Liz and her parents, well they're kinda freaking out at what happened."

Peter's knees buckled as he stood slumped against a railing, catching his breath, but he gave his head shook.

"Pete?" asked Harry. "Are you still there?"

"Yes, Harry, I'm still there, listen, I didn't…well I can't really tell you what happened but all I know is there is an explosion," said Peter slowly, as he held onto the railing for support and he felt a bit flushed.

"That's all you know?" asked Harry.

"Yes, Harry, I would tell you if I knew more," said Peter tensely.

"It doesn't look good," said Harry.

"I'll be over there in a little bit, just tell me which hospital," said Peter in a calm manner.

XXXXX-XXXXX

" _Do you know what it's like to wake up as a handsome young man with scientific aspirations and a bright future? But later that afternoon, to have your future to be taken by mutant cruelty. On this day, another victim has been claimed by Spider-Man, that being ESU Graduate Student Mark Raxton, who worked to help better the human race. But a greater human race does not fit into the mutant agenda. The super powered monsters who will one day have us in chains, to do their bidding, to serve us. It is the first of many and many who chalk this up to be a tragic accident are unwilling to face the truth. This attack as premeditated and if it happened to Mark Raxton, it can happen to you, it can happen to your children. Allow us to extend a helping human hand and eliminate the mutant disease. Support the Friends of Humanity._

**The Following Message Has Been Brought to You By Graydon Creed and Funded By Humans Like You.**

XXXXX-XXXXX

Mark Raxton rested in a containment chamber, unmoving, his screams of pain having ceased so long ago, as Peter walked up, as Gwen and Harry turned their attention towards him.

"Peter," said Gwen as she looked nervously around, as Harry seemed preoccupied.

"Fine," muttered Peter. "Just a bit tired."

"Just tired?" muttered Gwen careful not to make Harry suspect anything.

"Fine," replied Peter in a more forceful whisper.

"Well fine," said Gwen, but she looked at Peter, who looked slightly flushed.

"You must have been closer Pete, you look a bit shaken up," replied Harry suddenly. "Your skin, you're not normally this red, are you?"

"Just a bad sun burn, I didn't get that close," said Peter and Harry just nodded, letting the matter drop.

" _I was right under the explosion but really Raxton got the worst of it," thought Peter. "That isn't that close…well not as close as Raxton was."_

Peter's attention was diverted as Mr. and Mrs. Allan walked with a doctor, Liz following slightly behind, looking at Raxton with an agonized look. He might have been her step brother, but still it appeared to hurt no less.

"I'm afraid there is not much more we can do," said the doctor. "Just sign the papers and your son…he'll get the help that he needs. Ravencroft has facilities that will help, I know it's not the best option, but…Mark will have a small chance."

"You don't mean Ravencroft…that place," said Mr. Allan, slightly angered. "That nuthouse…"

"Now, Mr. Allan, Ravencroft is a highly respected institution with the most trained professional staff, who are able to help people like your son," said the doctor sternly. "To help him cope with what he's become…and maybe one day…with time…he'll be normal."

"Yeah, or drive me even more around the bend," grumbled Mr. Allan. "If you ask me, Spider-Man should be thrown in there. This is all his fault."

"It would be in your son's best interest to sign the papers and have him sent to Ravencroft where he might have hope," replied the doctor crisply.

"My poor baby!" wailed Mrs. Allan who seemed beyond all words.

"Papers, I don't want to do this, but if I want Mark to live…" stated Mr. Allan before he shook his head. "I have no choice."

"Sadly yes," agreed the doctor as he waved over Mr. and Mrs. Allan as Liz turned over, looking rather despondent.

"I can't believe this, I can't believe this would happen, just this morning…he was normal," muttered Liz. "This is…I can't believe it, why did this have to happen?"

"Liz, it was an accident…we're all very sorry about this," said Peter.

"Well Spider-Man should be the one who is the most sorry about this, Dad was right, he's caused nothing but problems for anyone!" shouted Liz suddenly, losing her composure completely.

"Spider-Man did save my life once or twice," muttered Harry, but he seemed oddly thoughtful and conflicted.

"Yes he did," answered Gwen firmly. "I'm sure no one feels worse about it that Spider-Man but…"

"Well he should feel bad, but him feeling bad isn't going to make Mark normal," said Liz angrily. "I CAN'T BELIEVE THIS! He's not a hero, he's just some attention whore wearing a mask and now…someone's paid for it!"

"Liz, you're just upset," replied Gwen in forced calmness.

"Damn right I'm upset, it should have been him about ready to be thrown in the nuthouse, not Mark! I hope he kills himself!" snapped Liz and then she stormed off, sobbing and Peter watched her leave, racked with guilt.

"That was a bit much," offered Harry to break the tension in the room.

"Really?" asked Gwen sharply as she looked at Peter.

"Gwen, I need to get some fresh air and I think you do too, it would do both of us good," replied Peter, as he gripped his girlfriend's hand and lead her from the room, as they walked to the down.

"Peter, it was an accident, and…you're feeling guilty about this, aren't you?" asked Gwen.

"Do you even need to ask?" asked Peter quietly.

"No, no I don't," responded Gwen with a resigned sigh, and Peter's knees buckled. "PETER!"

"Gwen, fine, really," said Peter.

"You were right in the blast radius when it went off," said Gwen sternly as she looked at Peter.

"No, I was right underneath it," said Peter, but he gave his head a shake.

"Same difference," responded Gwen.

"No it isn't," said Peter and Gwen just sighed.

"You're still saying you're fine, aren't you?" asked Gwen. "Despite the fact you're sweating in a building that has the air conditioning cranked to almost Artic levels."

"Well it's not like I could see a doctor, as it would raise too many questions," said Peter.

"Yeah, well so would an autopsy," countered Gwen but before this discussion could move any further, a loud anguished scream echoed from the floor up where they had left.

XXXXX-XXXXX

"Calm down, Mr. Raxton, it is for your own good."

"NO!" yelled Raxton as the case he was in began to heat up and the glass began to crack. "You're not taking me and locking me away with the other super powered psychos. I'm not a criminal, I'm a victim!"

"Not everyone in there are criminals Mark, they're just…very sick," muttered Liz.

"DON'T PATRONIZE ME LIZ!" screamed Mark, as his eyes flared with fire. "They're psychopaths that would hurt everyone who looks at them wrong. I'm a victim but if I'm going to be locked up, I'll make sure…"

He paused, as the glass burst into flames and allowed him to rise out the straps busting off of him, as molten metal dripped from the sheets, burning them.

"I'll make sure it counts," whispered Raxton. "I'll make sure I go down with a good reason to be thrown in the loony bin!"

"It's a mental institution for the troubled, Mr. Raxton, it's to give the sick help, to make sure they can return to society," said the doctor but security moved right in but two well thrown balls of lava had melted their nightsticks.

"Mark, don't do something that you're going to regret!" called Mr. Allan but Mark turned right at him, immense heat coming from him causing a few people to take a step back and grabbed onto the window, ripping it open and he jumped right out the window, to the screams of many.

"What happened?" asked Peter as he showed back up, Gwen following closely.

"Raxton's gone nuts," summarized Harry as he watched from the corner, as everyone seemed too awestruck to move. "He burned through that containment thing and ripped through the window like it was nothing."

"And he's out in the city," groaned Peter, alarmed.

"Well I don't know if he quite made the drop, we're pretty high up," said Harry as he walked over to take a look and Peter looked around.

"I'll be right back," muttered Peter to Gwen, as she understood immediately, before he slipped right out into the hallway, past security, as he made his way right towards an empty room.

Seconds later, Spider-Man swung into the city, ready for action.

XXXXX-XXXXX

Raxton was right on the ground right below the hospital, surprised that despite his powers, that high drop did not kill him. It was his intention, to throw himself right out the window, right to the pavement below.

"Look at the freak!"

"Freak, we'll see how nice you look with no skin!" shouted Raxton as he raised an arm, but a line of webbing shot out, wrapping around his arms and both of Spider-Man's feet impacted him right in the face, knocking him down. "You!"

"Yeah me," said Spider-Man in a subdued voice, as he tried to fight through the haze. "Raxton, just please come quietly, it doesn't have to come to this, you can get help."

"In Ravencroft?" asked Raxton in disbelief. "You of all people should know that place makes people worse, not better."

"Well we tried to do this the nice way," said Spider-Man as he weaved around, dodging the attacks of his enemy, before he whipped a line of webbing around a fire hydrant and wretched it open, dousing Raxton but Raxton was staggered, before he flared up once again, evaporating the water and melting the hydrant back shut.

"Did you really think that would work?" asked Raxton. "If I'm going to Ravencroft, I'm going there as the man who took down Spider-Man!"

Raxton began recklessly blasting Spider-Man with molten liquid.

"Look I'm all for some kind of solid career direction but really, not when it involves trying to turn me into a melted pile of goo," said Spider-Man as he felt a bit fatigued, the quips were not coming off as well.

"Too hot for you Spider-Man?" taunted Raxton.

"You know for a victim, you got all of the super villain clichés down right off the bat," observed Spider-Man as Spider-Man used his own webbing to launch himself right at Raxton, but Raxton dodged, as Spider-Man tried to herd Raxton right around.

" _The heat is causing his brain to be screwed up, not letting him think, I can use that," thought Spider-Man as he continued to try his best to avoid his opponent's attempts._

Raxton suddenly paused, a sharp stabbing burning pain erupted right from where his abdomen area used to be and dazed.

"My powers, they're…hurting…me," grimaced Raxton, as he staggered up as the crowd tried to move in for a better look, much to his anger and indignation. "GET AWAY! BACK! AWAY!"

Raxton shook his head blasting at the crowd who scattered, and Spider-Man tried to follow him, but he staggered, before slumping right to one knee, shaking his head.

" _This can't be your normal heat exhaustion and Raxton's getting away," thought Spider-Man, as he pulled himself up. "Scratch that, he's gotten away, to who knows where and this crowd…they're fit to riot."_

For the second time, Spider-Man really had no choice but to flee, rather dazed. He was forced to concede that perhaps he was more affected by the blast than he would have liked to admit.

XXXXX-XXXXX

"Everything is here, and not a moment too soon, the police are likely to be drawn to this place, with Raxton having escaped from his room, they're want to investigate," muttered Trainer as she watched as the remaining salvageable items from the expulsion but she felt an immense burst of heat and suddenly, a rather deranged looking Raxton.

"You've got to help me, you owe me!" shouted Raxton.

"We don't owe you anything, you were the one who was careless, I warned you," stated Trainer. "And I wouldn't think about hurting me or telling the police about anything, as it is not too late for your family to be paid a little house call by Doctor Octavius."

"Please, do something, I don't want to go to Ravencroft!" begged Raxton. "You can cure me, can't you?"

"Well, obviously, given that I work for the greatest scientific mind of his generation," said Trainer almost insulted. "Of course, you don't deserve to be cured, but perhaps we can work out a deal."

"What?" managed Raxton, his throat burning.

"Take care Spider-Man," answered Trainer abruptly. "He's gotten in the way of Doctor Octaavius one time too many."

"Done, but I'll be after my cure when it's done," said Raxton.

'Of course," said Trainer swiftly, thinking that she would deal with two headaches in one stroke. Her mentor's obsession with dealing with Spider-Man himself was causing him to lose sight of his aims, but she'd fix that.

XXXXX-XXXXX

"Well I'm really no expert, as this is way beyond high school science," said Gwen slowly. "But I've got a good enough idea to know that there is good news, bad news, and worse news."

"Of course there is…wait good news, are you serious?" asked Peter, surprised and Gwen nodded. "What is it?"

"You're just suffering from a really bad form of heat exhaustion," said Gwen.

"That's good news?" asked Peter.

"Considering that your skin could be burning off and your organs could be spontaneously combusting within you right about now, what do you think?" asked Gwen, grimacing at the very thought. "Bad news, Raxton might not be so lucky. What we managed to get from that material that he left on his suit, his powers could be burning up and it would consume him."

"That would explain a lot of things, give his sudden burst of power," said Peter, thoughtfully as he took a long swig of water, feeling a bit better, but still feeling rather sore. "But that's the bad news, what can be worse than that?"

"Oh…a lot," said Gwen slowly as she slid out a computer print out in front of Peter. "Read the latest weather report."

"One hundred and twelve degrees, and rapidly rising?" asked Peter. "But it was only in the eighties just a couple hours ago….his powers…anywhere he is, it's just going to get hotter."

" _And it's just going to get even worse…" thought Peter before he mentally trailed off. "Oh crap."_

"I've got to find a way to stock Raxton before he turns New York into New Pompei," said Peter. "Look, if his powers are any indication, he's going to heat up until he blows his top and then…"

"I know," said Gwen as Peter's words hung in the air. "But what can we do?"

"Maybe whip up some kind of antidote or something," said Peter, which caused Gwen to shake her head, in frustration.

"What part of, this is far beyond high school science didn't you hear?" asked Gwen. "Maybe if we found out what Raxton was doused with we might have a small chance."

"But if I don't do anything, they're be no chance," said Peter in frustration and Gwen looked at him. "I told him to get out, why didn't he listen to me? He had to save something, it was more important than his life, I should have made him listen."

Gwen frowned before she quickly spun around in her chair and began to type furiously.

"I'm trying to figure out what it might be that was so important, because you know, it might be…something that might be stolen, something that he'd be ordered to protect," said Gwen.

"Of course, and he is working for Carolyn Trainer and given who she's worked for, she doesn't have the best record," muttered Peter.

"Well that's interesting, this could be it, take a look at this," said Gwen, as she slid to the side to allow Peter to take a look.

"Experimental metallic alloy, potential everlasting power source, highly dangerous and potential unstable," muttered Peter. "Stolen just early this morning and Raxton must have absorbed the power of it."

"That much is obvious but how would he be able to maintain that much heat, without going to pieces?" asked Gwen and Peter shrugged.

"That's one that I don't know either," said Peter. "It just doesn't make sense how he didn't just drop dead, even the chemicals would have caused him to die."

" _By all rights Raxton should be dead, he would have to have something to regulate a body temperature to live," thought Peter._

"Let's see if we can make anything of this, it's the only chance we have," said Peter, as Gwen nodded, biting her lip but piercing together an antidote was easier said than done.

"This is hopeless," muttered Gwen after a time. "That might work, if it didn't kill him. That wouldn't be potent enough to get close enough before his powers evaporated it."

"And that one would cause his powers to flare up faster," muttered Peter as they continued to work.

XXXXX-XXXXX

Raxton dropped down, his head arched, as he felt the ground melt beneath his feet. He looked up, at the temperature, which was over one hundred and twenty six degrees at this moment and it just served to get hotter.

"It shouldn't be this hard, to find one man with blue and red tights," muttered Raxton as he looked around as he coughed, causing ash to fly everywhere in the air. Raxton advanced forward where an entire group had stepped right to the streets. "Let's see what these powers can really do."

A huge fire cage erupted right around the crowd, causing them to scream in horror and Raxton to turn, an orange glow around his body. He caught sight of himself in the mirror, surprised considering it was yellow mere moments ago.

"Good a camera crew, in fact, I want all of you to spread the word, through the media, if Spider-Man doesn't not get here soon, all of these people are going to be ashes right on the sidewalk for the road department to sweep up," said Raxton. "I didn't want to do this, is it a crime to want to be normal? But I can only be normal if I destroy Spider-Man. So Spidey, if you have any sense of decency, I don't want to kill all of these nice people, men, women, and children, I'm not the monster, you're the monster if you don't face me. I'll either kill you or you'll put me out of my misery. TAKE YOUR PICK!"

Raxton's eyes flared dangerously, splattering hot ash and molten metal as he continued to rage about Spider-Man.

XXXXX-XXXXX

Harry sat in his bedroom, slightly slumped over, tired. With Raxton out in the city, doing untold damage and raging, there was really no point to stick around at the hospital. He needed a pill. Just one more and he would swear them off forever, but it had been a rough day and the fact that Liz was in a quite the mood because of what happened with her brother, it was wearing on him.

"Hello?" asked Harry, answering his cell phone.

"Mark's really lost it…oh Harry, why did this have to happen?" sobbed Liz who appeared to be on the verge of a nervous breakdown. "Mom's in shock and Dad's…he wants to hunt down Spider-Man himself, but he managed to calm down and now Mark…it's on the news…I can't believe it…"

"Liz, calm down, take deep breaths," said Harry, thinking that he might need another dosage as that one was not stroke enough.

"He's going to hurt people unless Spider-Man fights him," said Liz.

"Spider-Man wouldn't let that go without a fight, without saving them," reasoned Harry, his voice slightly slurred, even if he tried to do it differently, as he took a fourth pain pill, feeling much better. Normally two would do it but he couldn't cope.

"Well he didn't save Mark and now he's that, why aren't the police doing anything, to bring Spider-Man in?" yelled Liz.

"It was an accident, it happens," managed Harry in a shaky voice.

"Don't take his side, Harry!" shouted Liz.

"I'm not, but Spider-Man seemed like a stand up guy, the times he's saved people, me and Gwen too and a lot of other people…" started Harry.

"I don't care what he did before!" yelled Liz. "I don't know…he's mad with power and your voice, you're slurring. You're still taking them, aren't you?"

"No, I'm not," said Harry as he held the pain pill bottle in his free hand.

"Harry, I can't handle this anymore, what happens to Mark, both of my parents are freaking out, Spider-Man is still out there, and you're still taking pills after you got arrested!" yelled Liz. "I can't handle this anymore, all of it, everyone wants to defend Spider-Man and call my brother a criminal!"

"Liz calm down," said Harry. "You're freaking out, it will be alright."

But there was no answer on the other line. Harry bent forward, sighing. Liz didn't seem to handle pressure too well and she did have a bad day, but she didn't need to be flying off the handle. He only took four pills, it wasn't a big deal, he could quit anytime he wanted.

XXXXX-XXXXX

"Nothing," muttered Gwen. "And really, we were stupid for trying…."

"Well I guess that makes me stupid for wanting saving innocent lives," said Peter, stress at unable to find anything to help counteract Raxton's powers was weighing on them and he didn't have much time left.

"That's not what I meant, but…we just don't know enough," said Gwen in a despondent and depressed voice.

"We know more than most our age," supplied Peter, but he frowned. "And it's not enough."

Peter had to resist punching right into the side of the table and he sank down, sighing before he lifted up his cell phone.

"Text…Raxton's held a bunch of people hostage, he's threatening to kill them if I don't stop them," said Peter. "I got to go and fight Raxton!"

"With what, Peter?" asked Gwen. "We don't have anything and…you still don't look good. How are you going to defeat him when we haven't even figured out anything?"

" _With my last breath," thought Peter but he was not going to say that out loud._

"I'll have to manage, if I don't, lives will be lost," said Peter, as he changed. "Wish me luck."

"You're going to need more than luck," muttered Gwen before she kissed Peter good bye. "But I'm sure you're think of something."

" _I hope you're right," thought Spider-Man as he moved out. "Feeling better, but not at my best and I'm going to have to fight in temperatures well over one hundred degrees after suffering heat exhaustion."_

XXXXX-XXXXX

"Please stop this, some people need help, they might be dehydrated," said one of the woman in the fire cage, who could barely stand right on her own right. "You're killing us."

"No, I'm not killing you, Spider-Man is the one killing you, by not showing up!" yelled Raxton, who was beyond all reason.

Spider-Man swung down right in front of Raxton at this instant.

"Raxton, I'm here, let them go," said Spider-Man in a desperate voice.

"No, I think they're going to stay in that nice toasty cage a little longer, as insurance to make sure you don't run away this time from me," said Raxton.

"They'll die!" yelled Spider-Man desperately.

"That's not my problem, that's yours, but you won't have much of a problem longer," said Raxton as he raised his hands, blasting glowing orange lava balls right at Spider-Man who dodged them. "You see, I'm not some bad guy, I'm just some normal guy, doing his job, but you just had to play the hero and now I have to be this, a victim."

"Trying to kill people is not what a victim does!" shouted Spider-Man as he tried to move in, but he found it hard to concentrate in the immense heat.

"Stop trying to confuse the issue, Spider-Man!" raged Raxton, causing flames to shoot around the air. "Once you're gone, I'll be normal again."

Raxton took a step forward, but he remained immobile, his ankles sinking into the pavement, the sticky tar around it melting.

" _Lucky break for sure," thought Spider-Man but then he looked, as Raxton gave off a bright orange glow that was slowly turning brighter. "Wait that's not lucky, he's sinking into the ground…if Raxton with the heat he gives off melts right into the earth…"_

"Raxton, you need to calm down, the more upset you get, the hotter is going to get, until you sink into the earth and destroy the city!" shouted Spider-Man.

"No, I don't believe you, you're trying to lie to me!" said Raxton, as all grass was a brownish color. "Trying to trick me, but…I have to kill you…there's no other way!"

Spider-Man spiraled down on his webbing and gritted his teeth, as he grabbed right onto Raxton's arms, with all of his spider strength and propelled him right into the air. Raxton landed right on the top of a building and Spider-Man followed suit, dropping down.

"Raxton, listen to me, this heat, it's going to kill everyone in the city, everyone's dying, you can't control it anymore!" yelled Spider-Man.

"NO!" shouted Raxton, as he stepped forward, but with each step, he caused a fire to spread on the roof. "I'm just doing what I have to do, I'm not a monster!"

"Not until you started using your powers to kill people," said Spider-Man. "There are times where my powers gave me trouble, where I was tempted to use them, but I learned that…"

"SHUT UP!" yelled Raxton completely manic, as he blasted Spider-Man right off the roof, with the web head just managing to tuck and roll and land on his feet on a lower roof, before Raxton joined him, but he felt a stabbing pain right through his chest, every step, he felt immense pain. "What's happening?"

"Your powers are reaching the danger level, you need to stop attacking and listen to me for once," said Spider-Man slowly but Raxton paused for a brief moment.

"No…no, if I can't kill you, then…I'll never know the taste of anything other than hot ash," muttered Raxton as he seemed to be rather conflicted and he began to shake his head from side to side, as he felt an intense burning.

"Raxton, you don't have to be the monster you think you are, if you just give up, if you keep using your powers, you're going to kill everyone in the city," said Spider-Man and Raxton paused for a moment and for a brief second he appeared to listen to reason.

"I can't, I'm sorry," said Raxton, as suddenly, his body flared up, this time with a blinding white light, and Spider-Man was surrounded by a cyclone of fire, with no way out. "I've come too far to stop now!"

"You're wrong Raxton, you can, you can give up," said Spider-Man, as he dropped to his knees.

" _After all of that, I'm toast, I fought him, but it was all for nothing, I tried to reason to him, I nearly got through," thought Spider-Man through a haze._

Raxton hesitated for a brief moment, and he withdrew his hand, causing the flames to retract from around Spider-Man and then the fire cage disappeared from around the hostages.

Then everything heated up more.

"I've done it, I stopped but it's too late Spider-Man," managed Raxton weakly, as the roof began to bubble and lava began to flow right around Spider-Man. The web slinger rolled over, as he was going to melt straight down anywhere and there was nothing he could do about it.

A loud explosion echoed, as Spider-Man braced himself for the end, but Raxton was down, splashed in a white and blue liquid. As he looked from side to side, the web slinger saw that the lave flow at stopped and Raxton collapsed, his skin now just metallic, surrounded in a blue fabric.

Spider-Man pulled himself up, as things were mostly revering right back to normal, slowly, even though there were several citizens loaded into ambulances below for heat exhaustion and dehydration. Raxton gave a shudder.

" _Whoever saved me, they came at the right time," thought Spider-Man as he swung around but then he saw two uniformed men, one with a rocket launcher, and standing next to them was Norman Osborn._

"What is going on?" asked Spider-Man as he looked at Osborn.

"I managed to formulate a measure to counteract Mr. Raxton's unfortunate condition," remarked Osborn calmly. "No need to thank me of course, Spider-Man, I'm a concerned citizen doing his civic duty. I do thank you however for acting as a diversion so my men could get the shot."

Norman Osborn turned over, as the press assembled, giving him praise, as Spider-Man clutched his fist.

" _Osborn saved everything, I need a shower, I feel so dirty," said Spider-Man. "But why did he bother? He has to be up to something. And I go out here, going toe to toe with that guy, trying to stop him from totally the city and Osborn gets one good shot in and it's all over. I know, it is not about the glory, but it just stings really bad. Oh well. At least everything is back to normal."_

Spider-Man looked over his shoulder, as he watched the immobile form of Raxton be strapped, for transport.

XXXXX-XXXXX

"He'll be given the best treatment that your money can buy," remarked Doctor Hamilton crisply as he observed Raxton through the glass, turning to Mr. and Mrs. Allan. "Such a pity, such a young brilliant mind, but perhaps one day it can be rebuilt. It is rather interesting to see that always when great power is introduced, there seems to be a great abuse of it. It does make you wonder even more about Spider-Man, and if he is truly the hero that he claims to be."

"Spider-Man isn't a hero," muttered Mr. Allan. "It's his fault that Mark is like this."

"That seems to be a rather common sentiment among my patients, if it were not for Spider-Man, many of them would not be residents, but rest assure that I will contact you soon within a matter of a days with your payment options," remarked Hamilton. "The very best I'm sure, perhaps we can rebuild a broken, shattered mind. But once power is introduced, most are beyond hope."

"We're going away for a while, until we figure out what we do, this city is too dangerous, with all the crime and vigilantes running around in suits, pretending to be heroes," said Mr. Allan. "It just makes things worse."

"It can be very stressful," agreed Hamilton. "But now I must have you leave, as young Mark will require treatment, to repair his shattered mind and perhaps once the mind is repaired, then the body as well."

"Thank you doctor," managed Mrs. Allan. "Do what's best for him."

"I shall," commented Hamilton, as he stepped into the shadows, as he eyed Raxton with interest, as he remained immobilized in the specially created cell.

XXXXX-XXXXX

Harry sat right on the edge of his bed, looking rather dazed. He had tried to call Liz back twice and even texted her once but nothing. She must have been upset at his attempts to defend Spider-Man but it was an accident, wasn't it?

Harry looked having gotten a text.

_I think it's over_

_Can't handle it._

_Get some help, please_

_Liz._

Harry looked at the text message, struck senseless before he let the cell phone drop and reached over his desk drawer, pulling out the bottle and unscrewing it. He would need something strong to deal with this.

XXXXX-XXXXX

Norman Osborn sat in front of a large monitor display, watching the sample he swiped from Raxton being analyzed.

"Good," muttered Osborn, as the data was printed off. He would be able to use it to enhance and stabilize his new and improved formula and then he could move forward to the next step in his plan.

XXXXX-XXXXX

_On this day, eighteen people were confirmed to have died of severe dehydration with dozens more being hospitalized. All of the fault of Spider-Man. Spider-Man and other super powered beings, mutants, are the cause of the downfall of society. They must be eliminated, before more fall to their whims. We must not allow our children to be corrupted. All mutants must be dealt with. Do not fall into lies, do not be stirred up with rhetoric, they are not misunderstood because they are different, they would strip away everything if given the chance. Do not give them the chance. Show your support for humanity. If you don't support our aims to eliminate the mutant menace, then you're an enemy of humanity as well. The Mutant Registration Act and the Friends of Humanity are not against human expression and freedom. We are here to help all humans. We are out for your best interests and the interests of the innovation of humans._

**The Following Message Has Been Brought to You By Graydon Creed and Funded By Humans Like You.**


	69. No Friends of Mine Part One

**Chapter 69: No Friends of Mine Part 1**

Above the streets of New York, should one have looked up, they would have seen a quick blur that swung right over the New York City Streets.

_"Nothing like an early morning web swing to get the adrenaline pumping," thought Spider-Man as launched himself from building to building. "One more go around and then off to school. I swear, I won't be tardy this year on my first day."_

A loud crash yanked the web slinger right out of his thoughts.

_"Guess someone is doing a bit of back to school stealing," thought Spider-Man as he gazed downwards, with a trio of muscled thugs, armed with crowbars had busted down a door._

"Man this is like stealing candy from a baby," said one of the criminals with a smug express but the bag that he shovel jewels in was web yanked right out of his hand.

"Boy, aren't we breaking out all of the old cliches this morning?" mused Spider-Man from his perch on the wall.

"It's Spider-Man!" yelled one of the thugs.

"That's my name, don't wear it out," replied Spider-Man as he pivoted right off of the wall, doing a somersault, and landed firmly on his feet. He snapped out a line of webbing, and yanked the crowbar right out of the hand of his attacker. The web head in one fluid motion propelled himself, web line around the ankles, and the thug found himself down right on his face.

"Don't just stand there, waste him!" growled what appeared to be the lead thug but both of the crowbars were disarmed at the same time.

"With what, your bad breath?" taunted Spider-Man as he swiftly evaded an attack. "Because that can level an entire village, from where I'm standing."

Webbing around another thug, and Spider-Man propelled himself in the air. Webbing spun around the final thug and pinned his arms to his waist and his legs together, as he landed hard.

Within seconds, all three thugs hung upside down from a light post.

"Now I want you three to hang around and think about what you did, until the police arrive," reprimanded Spider-Man.

"I'll get you, you smug little sh..." started one of the goons before he was silenced by a small bit of webbing right over his mouth.

"Watch the language, pal," said Spider-Man sternly. but he paused, as a small amount of angry buzzing.

_"Something tells me that isn't my fan club," thought Spider-Man._

"Look, it's that filthy mutant!"

"Do yourself a favor and crawl in a hole and die."

"What are you doing, bullying more humans with your powers?"

"Just snap your neck on your own webbing!"

"Creed's right, he's too dangerous."

"Get the hell out of town Spidey!"

"Go back where you came from mutie!"

The responses got more violent, as Spider-Man stood firmly as the angry mob approached.

_"Got to leave, innocent people could get hurt," thought Spider-Man frantically._

"Sorry, no autographs," said Spider-Man quickly, as he swung off, but not before being pelted by rotten eggs, tomatoes, and other various nasty things.

"Run like a coward, mutie, not so tough now that we've stood up to you."

"Humans are forever, mutants never."

"I hope that web line snaps, web head."

_"Creed's just riled them up, and it's not the mutants that are going to be in the most danger, it's the people, I'm supposed to protect," thought Spider-Man bitterly as he swung off._

X-X-X-X-X

Rabble was being risen at Midtown High School.

"Mutants are death man!"

"Down with those filthy SOBs"

"Mutants made my Dad lose his job."

"Mutants gave my mother cancer."

"It's all the fault of those filthy muties my girlfriend broke up with me."

"Yes, my friends, that's right, mutants are a huge problem, but don't worry, we're here for you," said young man dressed in a black coat, t-shirt, and dress pants, with a "FOH" arm band, patched right over his arm. He was a senior at the school "Don't be afraid, the Friends of Humanity will bring humanity back into the light, just believe us, have faith, that we are strong. Mutants are nothing but weak without their powers. They try to bring us down but we will rise."

There were loud cheers from the assembled group, with other students who were just trying to go along their day, with their attention being caught and with some cases, annoyed that they had to hear the loud and obnoxious propaganda.

"They've been on about mutants for a half of an hour," muttered Mary Jane as she looked right at them. "The natives don't look too friendly."

"I thought this was a school, not some demented cult meeting place," muttered Gwen disgusted under her breath.

"Lockers, classrooms, the trophy case that they still hadn't replaced after the Hulk cracked it two years ago, yeah a school, definitely a school," said Harry rather disinterested. "The only good thing about all of those loud mouths is they'll probably make us late for class."

"Don't you mean bad thing," said Mary Jane.

"I know what I said," said Harry with a casual voice, as if nothing out of the ordinary, as if nothing strange had happened.

"They're like animals, and they call mutants inhumane," muttered Kitty who had just walked up, having been warned to keep her head low. "They're acting like the monsters, not u..not mutants."

"So did any of you see Peter in all of this?" asked Mary Jane.

"He'll turn up, always late, never on time," said Harry shrugging. "Oh look, looks like the group has subsided, I'll see you all later, tell Pete I said hi if he ever shows up."

"I'll let you know Spider-Man saved the world billions of times!" yelled Flash Thompson angrily. "Besides how do you even know he's a mutant?"

"Everyone knows Spider-Man's nothing but a filthy mutant," replied one of the assembled group.

"Who's everybody?" asked Flash Thompson. "Creed? That guy's a psycho, totally nuts! He wouldn't know a true hero if it punched him in the face and...you know, I hope Spidey does."

"Never though Flash Thompson would actually be the voice of reason," muttered Gwen, under her breath.

"Hopefully you see the error of your ways, Flash, we would hate to see the school's star quarterback fall victim to some accident because he upset the wrong people with his views," said the leader of the group, in a slick voice.

"What are you going to do, I ain't afraid of you!" said Flash but the assembled group stepped to the side to turn their attention to the group of the three girls.

"We're looking for more bright minds to help bring the human race forward," said the leader slickly as he held together a pamphlet. "Sign up with the Friends of Humanity."

"Sign up, with the Friends of Humanity?" asked Gwen with a raised eyebrow.

"We welcome all humans, no matter what gender, race, ethnic background, or sexual preference," remarked the leader.

"Sorry, not interested," said Gwen calmly. "Now, excuse me, I need to get to class."

"I won't take no for an answer," said the leader, grabbing Gwen by the wrist.

"Well you better learn," said Gwen raising her voice a little bit.

"Yeah we're not interested in any of this," said Mary Jane. "All you're doing is making people upset."

"People have a right to be upset, mutants are using their powers on us each and every day, to try to keep us down," insisted the leader, losing a bit of his calm demeanor. "They're putting thoughts in our head, making us bend to their wills."

"Well for some people, it would be the only original thought that would be there," said Gwen which caused a few snickers and the group to step forward, trying to intimidate them. "And my answer is still no."

"So take a hike," said Kitty, but one of the members lunged forward and grabbed her by the arm which she instinctively went intangible causing the assembled crowd to back off in horror, almost as if she spat poison right in their eyes.

"SHE'S A MUTIE!"

"GET HER AWAY FROM US!"

"Stupid, stupid, stupid," grumbled Kitty under her breath, one second she was caught off guard and she was exposed herself as a mutant.

"STAY BACK!"

"NO ONE WANTS YOU AROUND US!"

"HANG THE MUTIE!"

At that point, Peter Parker poked his head right into the hallway, as the assembled group buzzed, issuing a few nasty threats, as Flash seemed to be pulling someone away who had lunged forward for an attack.

Suddenly, a group of teachers and administration staff walked forward, before things got rather upset, and Principal Milton Davis walked up, utter angered as he was filled right in on what happened.

"KATHERINE PRYDE, MARY JANE WATSON, GWENDOLYN STACY, PETER PARKER, EUGENE THOMPSON!" shouted Davis at the top of his lungs. "MY OFFICE, NOW!"

X-X-X-X-X

"I really don't know why I'm here, could someone please fill me in?" asked Peter in an agitated voice, but everyone seemed too stirred up to care.

"I'm sure Mr. Personality will tell you plenty in a minute," muttered Mary Jane.

"So, if I got this straight from certain model students right in this school, you all were involved in a scuffle with a peaceful demonstration and you, Miss Pryde were outed as being a mutant," said Principal Davis. "I will not have you choosing to underact in some delinquent behavior in my school."

"Excuse me, she didn't choose to be a mutant, she was born that way," said Gwen, annoyed.

"It seems to me, Miss Stacy, you knew of Miss Pryde being a mutant, but you chose to keep that information right to yourself, or perhaps you were being drawn right into that self destructive lifestyle, potentially infatuated with it," said Principal Davis. "Perhaps your trying to rebel, be contrarian, perhaps you wish to be different to stand out, even if it's not natural."

"What are you trying to imply exactly?" asked Gwen, not backing down for a second.

"It would be a shame if a bright young girl such as yourself was drawn right into such an unacceptable world," said Principal Davis. "I wonder what your father would think."

"You really should be worrying more about what he would think about you allowing people to distribute that disgusting propaganda," responded Gwen.

"You punched one of the leaders of the demonstration in the face," replied Principal Davis.

"What?" exclaimed Gwen absolutely flabbergasted. "I did no such...actually I kind of I wish I did, if I got accused of it."

"Violent tendencies as well, it may jeopardize your future, and so close to graduation," said Principal Davis who looked rather disappointed, and the disappointed seemed genuine which was more infuriated. "It was a peaceful demonstration, you could have politely turned them down if you were not interested, no matter how disappointing that would be."

"That demonstration wasn't peaceful, those people were...I don't even know, Parker, if you were there you could tell me what those people were, but I can't think of a word, but they were bad," managed Flash Thompson.

"Mr. Thompson, I'm most disappointed with you, as a member of this school's Football Team, you're supposed to be setting a good example as a leader," said Principal Davis.

"I thought standing up for justice was setting a good demonstration, those people...there's nothing wrong with mutants, but those people...they threatened people," stammered Flash, getting red in face.

"That is enough from you, from all of you, I've never been so disappointed to be an educator," said Davis. "Each and every one of you are on academic probation and it is only a small mercy that you are not expelled."

_"I suppose it wouldn't be a good idea to say that I wasn't even involved in this right about now," thought Peter._

"There will be some changes, once further amendments are passed to the Mutant Registration Bill, where I'll have the right to remove anyone suspected of being a mutant or having pro-mutant sympathies from this school, for security reasons," remarked Davis. "Right now, I unfortunately can't, so Miss Pryde, I'll give you a chance, to walk out of this school right now and never return, to leave with dignity. Or remain here, until the bill is passed and be kicked out."

"I'll stay," remarked Kitty firmly and fearlessly.

"Are you sure that's...a good idea?" asked Peter.

"Yes, I'm sure," replied Kitty shortly. "I'm not afraid.."

"Then get to class, but warned, if you use your...powers, you will be suspended and brought up on charges of threatening the school," answered Davis coldly. "No exceptions, no excuses. Now get to class all of you and I don't want to see you back here again. The next time, you're expelled and it would be a pity if the future, those of you _humans_ that have a future that is."

The five teenagers left.

"Expelling people for being suspected for being mutants or sticking up for them," said Mary Jane.

"Surely they can't think they can get away with that," said Flash as he shook his head.

"Well obviously someone thinks they can get away with it," said Peter.

"Get to the class then, keep my head low, try to stay out of trouble," muttered Kitty, without another word, slightly demoralized at what she did.

"She'll be okay, right?" asked Mary Jane.

"Physically, she can handle herself," said Peter choosing his words carefully.

"That's not the problem," muttered Gwen. "I can't believe this, it isn't fair, they can't just do that, just because someone is different, and they're basically making it legal to assault mutants, because of what they are."

"Gwen, it's wrong, but getting upset isn't going to solve anything," said Peter, as he grabbed Gwen's hand.

"I know, but it's just...people are going to get hurt, people can't even defend themselves," said Gwen.

"I know," said Peter painfully.

_"I have to do something and soon, before this thing blows completely out of proportion," thought Peter. "Creed's already stirred up the hornet's nest and no one is standing up to these people."_

X-X-X-X-X

One could see an expensive facility with state of the art technology.

"As you can see, our facility is the most efficient in effortlessly containing even the most unstoppable of mutant threats" explained Norman Osborn, effortlessly without blinking.

Osborn turned, as he was followed by Senator Robert Kelly, Bolivar Trask, and Donald Menken, as he pointed towards a containment tank containing the one and only unstoppable Juggernaut.

Take for example, this mutant, known as Cain Marko or the unstoppable Juggernaut as he is often called. Twice, his containment field had failed, leaving him to a rampage that we had to rely on mutants, these X-Men to contain" commented Osborn as he tapped on the side of the containment unit but the once unstoppable force inside remained immobile. "But now, even if the power in this building fails, there are three channels of backup power and other measures that will ensure that this Juggernaut is kept at bay until his containment can be restored. "

"Mr. Osborn, you are truthfully a credit to all of humanity" said an awed Senator Robert Kelly. "The tireless work that you have done to help contain the threats that have already threatened the human way of life. If only I was not encountering some resistance on the Mutant Registration Act. The President is reluctant to take decisive action, as an election year is coming up and his approval rating is on shaky ground."

"Well true men get their mission accomplished, regardless of the handicaps that are issued of them with others," said Osborn softly. "I have utmost confidence that you will not disappoint the human race, Senator Kelly. "

"I do not intend to, Mr. Osborn," answered Kelly, confident and proud. "Mutants are among us, we must flush them out. They are corrupting the American way of life, the entrepreneurial spirit that this country was built on, taking money out of the pockets of honest corporations."

"Oscorp has the future of humanity in mind," said Osborn, eyes narrowed, calculating and slow. "I am pleased to assist the MRD in their efforts in apprehending hostile mutants. Hopefully the entire threat will be dealt with and the Mutant Registration Act will allow us to better contain these mutants. I do require an update of...the other project that we're working on. "

Mr. Osborn, I feel that the path to Project Wideawake will be cleared once the Mutant Registration Act is passed," said Kelly, which caused Osborn to nod.

"What is Project Wideawake?" asked Menkin.

"That is on a need to know basis, Menken," replied Osborn sternly. "Your job description, regardless of who you are, entails that you simply do not need to know. Is that clear?"

"Of course Mr. Osborn," said Menken, as a fist clenched in the pocket of his suit.

"When it does pass, we will be able to even the playing field to an optimal level," said Osborn "Mr. Trask has designed the perfect tool for the project. No mutant on Earth can hide. It is time that we as humans strike back and hard against the enemy."

"The tour of this facility was rather illuminating Mr. Osborn," said Kelly in an excited voice before he grew serious "But I must get back to Washington, to attempt to rally more support of the bill. So if there is nothing else..."

"Take your leave Senator," said Osborn "The sooner the act is passes, the quickerwe will all sleep at night, now knowing that the mutants have been dealt with."

Osborn turned, his expression unreadable to anyone who might have been observing, as he exited the facility, with Menken and Trask following immediately.

X-X-X-X-X

"Are you people dense or just doing a good job at pissing me off?" demanded the loud voice of J. Jonah Jameson. "I told you, the Daily Bugle is not a propaganda vehicle, no matter how much money you shove underneath my noise."

Right across from Jameson, were two rather large members, with arm bands with the letters "FOH".

"Mr. Creed thinks highly of your paper, and feels that we could be mutually beneficial if we unwind the mutant menace that is polluting this city," said the Friends of Humanity member. "Surely, we had thought that you would agree to work with us, given that you have railed against Spider-Man."

"My campaign against Spider-Man is not because he is a mutant, but because he's a mask wearing hoodlum," said Jameson hotly. "I'm not interested, we report on the news, not whatever vendetta Graydon Creed is on about. I'm not going to be responsible for getting the wrong people upset and put innocent people in the crossfire. I've seen this sort of thing happen before and I won't put up with this prejudice."

"We only aim for the safety of human kind, Mr. Jameson," said the FOH member.

"Well I aim to report the news and not to be swayed by third parties, now get that through your head, you numbskull!" snapped Jameson who got up to his feet. "ROBBIE! Call for security and get these two hoodlums out of my office."

"We'll show ourselves out but be careful, Mr. Jameson, accidents happen," said the Friend of Humanity members as they walked out, allowing Peter to walk in.

"Ingrates, thinking that they can buy the Bugle," grumbled Jameson. "PARKER! What are you gawking at?"

"Pictures, pictures, of a battle this morning before things got ugly," said Peter. "Angry Mob started throwing things at Spider-Man, it got nasty."

"Passable Parker, needs work, but it will have to do," said Jameson. "Usual payment, no more, no less, unless you want it to be less, then we might work something out."

"Are you okay Mr. Jameson, sir, you look flustered?" asked Peter.

"Do I look okay, Parker?" demanded Jameson, as he raised his voice, something that Peter thought was not possible.

"It's just those guys looked like they meant business, they threatened..." started Peter but Jameson cut him off.

"Parker, if you worry about every little threat on your life, then you won't live as long as I do, mark my words, Parker," said Jameson. "People have been threatening me since long before you aimed your first lens, they'll be around. Now I've got work to do. Lot going on the world today, better pictures, Parker, now out of my office, get, scat, move it, vamoose, beat it Parker."

Peter stepped from the office, not wanting to spend another moment in the company of J. Jonah Jameson.

X-X-X-X-X

**The Following Message is Brought To You By Graydon Creed and Paid For By the Friends of Humanity and Humans Like You**

"Terror gripped Midtown High when one of the Midtown High School Students, Katherine Pryde was revealed to be a mutant. Pryde is a member of the hated X-Men, the super powered cult of mutant terrorists, believed to be lead by Charles Xavier, who claims to be a crusader of peace. But what is Xavier really? Training mere teenagers with mutant powers, turning them into some kind of unholy army to wage war against humanity, to make us little more than mere slaves. What is the true end game of Charles Xavier? He may not be as benevolent as he has tricked us into believing."

A brief pause with explosions and humans cowering for their lives, as shadowed figures, perhaps mutants swooped down on them.

"In particular Ms. Pryde has the ability to become intangible. Doors and walls are no barrier for this young lady. She can walk into the most secure home at night and snatch your children for their beds as they sleep, before you even know it."

A picture of Shadowcat standing right over a downed enemy, with a determined look that some might mistake for twisted and psychotic at the right angle.

"Are your children safe? Who can you trust? Allow us to join a helping human hand. Embrace the Friends of Humanity. We can help you cope with the mutant menace."

X-X-X-X-X

"Anti-Mutant fever continues to grip the nation, with New York being the center. Graydon Creed has lead the charge for the rights of humanity, with his group the Friends of Humanity, warning those against what he perceives as dangerous mutant threats. Charles Xavier, an expert on genetic mutations and head of the Xavier Institute for the Gifted, has claimed that mutants are not too much unlike humans, there will be sides that are both good and bad, that make the right choices and the wrong choices."

"Man, both of them are a pair of real losers!"

In a run down house in one of the many bad parts of town, the Brotherhood watched a broken down television with a fuzzy black and white picture. The speedster Quicksilver, his sister, the hex based reality altering Scarlet Witch, Avalanche with his ability to rattle the ground, Pryo who can control any fire, the immovable Blob, and the slimy Toad.

"I can't believe Mystique just stashed us here until she needed us," said Scarlet Witch in a frustrated voice. "She didn't even bother to tell us what she was doing."

"That's the boss for you," said Avalance. "We're just the muscle."

"Yeah, Magneto did the same thing," remarked Toad nodding his head. "Good riddance to the chump, I'm glad he's gone."

"Come on, Toad, you can't be that stupid!" exclaimed Quicksilver, shaking his head. "Magneto is out there, and we could have got him by now, if we are told to stay put like good little soldiers."

"Yeah that's a real kick in the pants," said Pyro. "But I wouldn't fancy going at it with a scrapper like Magneto. He could turn us into scrap metal."

"I didn't know you were that scared," replied the Scarlet Witch

"I'm not scared," answered Pyro abruptly. "I just fancy not dying that's all."

"Right," said the Scarlet Witch, as she rolled her eyes.

"Look at that clown!" exclaimed Quicksilver

"Who Senator Kelly?" asked Toad

"No Osborn," replied Quicksilver with thinly veiled contempt.

"Norman Osborn has helped the Mutant Response Division detain dozens of hostile mutants and is working on more corrective measures," reported the newscaster "As the Controversial Mutant Registration Bill is being argued on Capitol Hill, Osborn continues to pour into facilities that would detain mutants."

"I assure you, that no normal humans will have nothing to fear as long as I breath," said Osborn "More and more, renegade mutants are being rounded up. I can assure you that once this bill passes, any mutant who fail who complies to register will face the full wrath of the MRD and the best technology Oscorp has to offer. No mutant is too powerful to stand up to me. I dare any mutant to try me. You are nothing without your powers. "

"Man that chump has a lot of nerve, him and his stupid hair cut," grunted Blob

"You've got a lot of room to talk big guy," remarked Toad with a chuckle.

"Man that's a raw deal!" exclaimed Pyro "That Osborn has got our fellows locked up in some facilty."

"Forget Osborn, none of us can stand up to him," said Scarlet Witch, who knew that at this point in time, inciting the wrath of the MRD would set them back.

"Are you kidding?" asked Avalanche "We'd mop the floor with him. He's nothing compared to the Brotherhood."

"No, as much as I'd like to wipe the smile off of that smug shit's ace, Wanda has a point, for once," said Quicksilver "He'll have us locked up with the rest of the mutants. We can't handle him head on Not without some help. Someone who knows Osborn. "

Quicksilver suddenly smiled, as if something occurred to him and snapped his fingers.

 **"** I've got an idea!" said Quicksilver quickly.

"Oh boy, here we go," said Scarlet Witch, feeling of impending dread coming on.

"No this is a good one, I mean it, let me run off and reach out and get into contact with a friend," said Quicksilver

Quicksilver stepped out as Scarlet Witch just rolled her eyes.

"I better make sure Pietro doesn't do something I'll regret him doing," said Scarlet Witch in a tense voice. "You four do something productive, or something, just don't...just do something, alright."

"Something productive, eh?" mused Pyro "What can that crazy bird mean by that?"

There was a moment's pause.

"I've got it!" shouted Toad. "This can't fail, it's the perfect idea!

Blob, Pyro, and Avalanche just looked at Toad with a disbelieving look but slowly leaned in closer.

X-X-X-X-X

To say that George Stacy had a series of complications with his job, along with the rest of the New York City Police Department, because of the recent anti-mutant hysteria would be putting the situation mostly mildly. He read the latest Friends of Humanity Pamphlet that had been distributed throughout the city.

Legally the language that Creed used could be interpreted to either take an action against mutants by writing to senators and voicing support for the Mutant Registration Act or to take more hostile actions, but it would be rather easy to claim that people took their attempts to fight for humanity a bit too far if Creed was backed in the corner.

"It's times like this where retirement can't come fast enough," muttered George, as he casually tossed the pamphlet in the trash, as he saw his daughter walk in, with a slightly tired and agitated look on her face. "Hello Gwen."

"Dad," said Gwen in a polite voice.

"I heard that you were involved in a little incident at school," replied George in a casual voice. "Gwen..."

"I don't know what you heard, but I'm not going to just lie down and agree with these Friends of Humanity...I mean some of the things that they were saying," said Gwen in a frustrated voice. "They're all riled up and I don't know...it's like..."

"People always look for someone to blame and it's easy to blame what you don't understand," said George wisely.

"Surely they can't get away with doing what they are doing," vented Gwen. "Isn't anyone going to stand up?"

"People will, but until Creed does something that can't be ignored by the law, my hands and the hands of others are tied," said George, as he decided to omit the fact that it was likely that a more than a few in powerful positions were sympathetic, including some people he worked and saw each and every day. "Gwen, don't compromise your principles about this but don't do anything that you're going to attract the wrong kind of attention."

"I just feel helpless about not being able to do something, they don't understand," said Gwen, frustrated.

"That's the issue, they don't and they won't right now," said George in a somber tone. "I know you have one or more friends that my be effected and that puts you in a hard position. But we're doing what we can to temper the situation."

Gwen just nodded but had to hastened to answer her cell phone.

"Yeah Peter, wait what, they threatened...yeah not a good time to talk, parental unit right in the room," whispered Gwen, even though her father heard.

"Gwen, I'll be right back, I just remembered something that I forgot in the car," said George immediately as he walked off.

"Okay, Dad," said Gwen in a distracted voice as she watched her father leave, before her full attention was on what her boyfriend had to say. "Pete, talk."

X-X-X-X-X

"What do we even know about Creed anyway?" asked Gwen in an undertone.

"Well like I told you on the phone last night, other than he just seemed to pop up just after the X-Men were exposed and started tearing into every super powered being ever, not much," muttered Peter. "Pamplet is a bunch of useful fluff, all it says is Creed is the founder of the Friends of Humanity, a 35 year old human, who has pledged his life to ensure that humans have a brighter future."

"What now?" asked Gwen.

Peter paused for a minute.

"I...don't really know to be honest with you," answered Peter as he collected his thoughts. "This Friends of Humanity thing...it's making some points that people want to hear, I guess."

"Yeah, well they'll hear plenty but they won't listen," said Kitty as she walked up, looking slightly tired.

"You look awful," said Peter.

"Thanks I didn't notice by the way I feeled, but I'm just going to have to deal with it," said Kitty evasively. Being harassed by her own classmates that month ago were cordial and nice, but turned on her like the plague because she was a mutant was not conductive to one's well being. And not conductive to the future working of someone's cell phone after it got tossed out the window after another nasty text "I've handled far worse than a bunch of closed minded dou...well I've dealt with far worse."

"Are the X-Men doing anything about Creed, the Friends of Humanity?" whispered Gwen and Kitty just paused.

"We're considering our options," said Kitty bitterly. "And I can't say much more."

"Considering their options," muttered Peter.

"Sounds to me like..." stated Gwen, but what it sounded like to her was lost as Kitty had turned to face her locker, almost frozen in time, as it took seconds that felt like moments to register the vandalism.

If she had not been so stressed out, she might have rolled her eyes at the sad attempt but the last day had rather worn on young Kitty Pryde.

Her locker swung open, with a partially lodged Friends of Humanity propaganda pamphlet falling out, as several of her books left her locker were damaged, along with a piece of paper taped right to the back of the locker with a crude drawing of a brown haired girl hanging from a noose and the words "DIE MUTIE" pasted to the paper in computer print.


	70. No Friends of Mine Part Two

**Chapter 70: No Friends of Mine Part II**

Several seconds might have been several moments, as Kitty stood right in front of her locker for the briefest time. Sands edged by at the pace of a snail, before she turned.

"Bathroom, not feeling...well" managed Kitty through the shock as she left before emotions could get the better of her. The fact that people could be this shamelessly hateful...no words could describe it.

"Do us all a favor and drown yourself in there, you freak!" shouted a voice, as several people laughed and uttered similar statements.

"Do you people have any decency at all?" asked Gwen angrily.

"Yeah, that was out of line, no matter how you feel about someone," said Peter.

"Ah stuff it you two mutie lovers, some of it's probably rubbed off you, we better stay away from them."

"Yeah the think about these mutants, is that if you stay around them for too long, you're be infected by it!"

_"I can't believe these people," thought Peter. "How could anyone...yeah Creed's stirred them up, can't blame them, too much but still...mutant gifts not a disease, but ignorance, might not be one, but it's sure spreading like one."_

Gwen started to move away from the crowd. There were a few people around who looked rather uncomfortable but they did not have the courage to speak up against what seemed to be popular sentiment.

"Into the girl's bathroom," muttered Peter, as during the time where they had left, Kitty had already entered the bathroom. "I'd talk to her but..."

"I better go to talk to her, see how she's holding up, even though..." said Gwen.

"It's not well," replied Peter.

"Exactly," said Gwen in a saddened voice. "See you in class, I'll...do what I can."

"Thanks Gwen," said Peter, as he leaned to kiss her goodbye. "With them out there, you want me to...keep an eye out..."

"I'll be fine Peter, you don't need to be marked tardy, I'll sort this out," said Gwen as she leaned in. "Talk to you later."

X-X-X-X-X

Kitty sat right on on one of the toilets in the bathroom. It was only a stroke of fortune that no one followed her in there to heckle her some more.

"Pull yourself together Pryde, you're an X-Men, not some whiny little girl who goes to pieces every time someone makes fun of you," muttered Kitty to herself. "Shouldn't have run off, shouldn't have lost my focus and used my powers, I seem to be screwing up right and left later. Maybe I'm not cut out for this after all."

"Kitty, are you in here?" asked Gwen as she stepped into the bathroom.

"Gwen, go away, it's...better if you don't, no normal human needs to be tainted," said Kitty in a choked voice, as she tried to maintain her composure, to save some amount of face. "I'm a monster, a mistake, a genetic freak, every single thing they said is right, and everything they didn't say."

"Can that talk, Kitty," said Gwen sternly. "Peter's bad enough with his self loathing. It can't be..."

"I mean, I had a lot of other friends, in my class, but now they look at me, like I'm...just something that they're catch some disease from," said Kitty. "Go away, get away from me, it was a mistake even coming back to school, I should have left when I had the chance."

"Kitty, it's..." said Gwen.

"It's not what, not as bad as it seems, because Gwen, it is as bad as it seems, it is worse than it seems, I'll never be able to get any kind of real job, I'll be lucky to go to college, my parents can't even look at me half of the time, I'll be lucky not to be rotting in some government cell in three months...because of what I am," choked out Kitty with a sob.

"Okay, things are bad, I'm not going to lie to you, but...they'll get better," said Gwen in what was a reassuring voice but she wasn't sure who she was reassuring. "Please get out here, and look me in the eye."

Kitty walked out, her eyes looking all red and blotchy,

"Most of them, they just turned on me, when they saw that I was...well a mutant," said Kitty. "I thought they knew me enough that I wasn't like that...you know like Creed said."

"Well, they're being stupid if they were swayed that easily," said Gwen but Kitty just slumped her shoulders.

"I shouldn't let this get to me, but it does, I thought that it would be, well awesome to be a super hero, to have special powers, I thought it would be the greatest thing ever," said Kitty with a wistful expression. "But it sucks."

"It doesn't have to, look just because a lot of people don't like mutants, doesn't mean that you should be any less of a hero," said Gwen gently. "Turn around and look in the mirror. What do you see?"

"My reflection, duh," said Kitty rolling her eyes at what seemed to be an obvious but Gwen shook her head.

"Yes but no," said Gwen as Kitty looked confused. "I see someone who can still do the right thing, no matter how hard it is. Someone who has saved everything."

"Maybe," said Kitty grudgingly. "Look I appreciate what you're trying to do but...the moment I walk out there, I'm right back to where I started. My locker is still trashed and they...well you heard what they said."

"Unfortunately," said Gwen grimly.

"But if I let them get to me, they'll get to me harder," said Kitty with a strained but slight smile. "I've went against the Brotherhood, Sandman, Doctor Octopus, the Hypno Hustler. I think I can handle these Friends of Humanity clowns and whatever they throw at me."

X-X-X-X-X

**The Following Message Has Been Brought To You By the Friends of Humanity and Paid for By Humans Like You**

An image of Professor Charles Xavier flashed across the screen.

"Professor Charles Xavier has a vision of mutants and normal, humans living in peace. Or does he? As it turns out, Professor Xavier has been recruiting mutants when their disease manifests, generally around the teenage years, to recruit to his X-Men. The X-Men has been claimed to be a force for peace, but the events of this past spring, with a jet containing the X-Men attacked a scared crowd at time square. Humans feared for their life as hostile mutants resisted arrest."

A brief pause, as spliced together scenes of the X-Men in moments of using their powers were shown.

"Yet that is not the darkest piece of the past of Charles Xavier. Rather, the man he helped form the X-Men with, an individual known as Erik Lehnsher, who manifested his powers of magnetism by terrorizing German scientists in the 1940s. It is well known that Xavier and Lehnsher exchanged correspondence up until the formation of the X-Men, and the two had a close relationship but split up five years previously. Many would claim it is a disagreement of philosophy, but those more enlightened must have realized that this falling out is a dispute over who will be the supreme ruler over humanity. "

A look at shadowed figures, lead by a silhouette that resembled a bald man in a wheelchair, towering over horrified humans could be seen.

"Charles Xavier, a crusader for piece? Don't believe it."

X-X-X-X-X

Right over the roof tops swung Spider-Man right towards the Xavier Institute.

_"My old friends the X-Men seem to be rather quiet in all of this anti-mutant mess," thought Peter. "Especially what Kitty said, that they're exploring their options. Shouldn't I have a right to know what these options are? Given that I'm entirely right in the middle of this Friends of Humanity mess to begin with, being one of Creed's favorite targets."_

With a drop, Spider-Man found himself right at the front door of the Xavier Institute. Not much has changed. As far as he knew, it was not destroyed since when the Brotherhood had trashed it and unwittingly stole a component for Red Skull in his attempted conquest of Earth.

Without hesitation, Spider-Man knocked. He waited for an answer.

"For the last time, you Friends of Humanity dorks better beat it or I'll shove icicles so far up your...oh hi Spidey, didn't realize it was you," said Bobby Drake, better known as Iceman.

"I'm guessing you've gotten some unwelcome house calls," said Spider-Man.

"You don't know the half of it, I mean, some of them are just harmless, they have to drop their propaganda, and their scribbles with mutants hanging in nooses," said Bobby with disgust. "So, Kurt, Rogue, and I have been keeping an eye out, but if things get too bad, we're supposed to get the others, who don't want to be disturbed. They're considering their options."

"I know Kitty told me," said Spider-Man.

"She wasn't supposed to but I can't blame her for venting," said Bobby. "So she do you know if she's getting back to the institute."

"She's with Mary Jane and Gwen, some kind of girl thing, don't ask me, I don't know," said Spider-Man. "I need to talk to the Professor."

"Yeah, well good luck at that, Spidey," said Bobby with some bitterness creeping through in his voice. "Original member of the X-Men, and I'm suppose to play watchdog, can you believe that? Summers thinks I'm too much of a loose cannon and the Professor agrees. After all this time, that kind of hurts."

"I'm sure," said Spider-Man but he turned to walk down the hall of the mansion where he heard hushed voices. He raised his hand, and began to knock on the door, which caused the voices in the room to stop talking.

"Yes, is there a problem?" asked the voice of Scott Summers, known as Cyclops. "Who's there?"

_"It's the tooth fairy," thought Spider-Man dryly. "Yeah, I know that you know."_

"It's the web head," said Wolverine from inside the room. "I can smell him."

"Yes, I knew this was inevitable," said Professor Xavier. "Well, Spider-Man come in, sit down, tell me what's on your mind."

_"Yeah like you don't already know, Professor," thought Spider-Man as he pushed the doors open and entered the room._

Around the table sat Professor Xavier at the end, with Cyclops, Jean Grey, code named Marvel Girl, Ororo Munroe code named Storm, Doctor Henry McCoy, code named Beast, and Warren Worthington III, codenamed Angel, with Wolverine sitting in the corner, off to the side, slouched on a chair.

"Spider-Man, it's been too long, I hope you are doing well, or at least well as can be expected in this present climate," said Beast in a cordial voice.

"Well I'm not sure how well I'm doing but I've been trying to hang into there," said Spider-Man. "The small talk's nice and all but we all know why I'm here..."

"Yes, we might as well address that particular elephant in the room," said Storm sadly.

"The Friends of Humanity," summarized Marvel Girl.

"An ever present thorn in the side of everyone and something that has brought out the very worst of humanity, I'm afraid," said Xavier. "Rest assure that we've kept ourselves well informed about what has happened and we've seen every single one of the hurtful and twisted statements they've made."

"So you know of them, and they've been at it all summer, yet, you're just sitting in this room...discussing your options," said Spider-Man as he just stood, calmly, without moving.

The atmosphere in the room went silent.

"Well it's not like we're happy about it either, Spider-Man," said Cyclops grimly.

"To take any kind of offensive action now will prove everyone of Creed's points right," said Marvel Girl. "He's baiting us and he's baiting you as well."

"He'll play you for a fool and play all of us for one if we let him," said Angel.

"What are you trying to say?" asked Spider-Man.

"Look, I'd love nothing better to smack around these Friends of Humanity clowns about as much as the next person, maybe even more, but...Creed's pushing your buttons kid, all of them," said Wolverine gruffly.

"Don't rise to his bait, Spider-Man, you're better than him," added Marvel Girl.

"You can't handle this situation like one of your costumed criminals, one of those Ravencroft mental patients," cautioned Cyclops. "You can't just have a nice little run around with them in the city and everyone will wrap up nicely until the next time they are let out."

"Look, surely you need to do something, I mean, all of those people are saying hurtful things, doing things, and people, innocent people, are getting caught," said Spider-Man. "I thought you people were supposed to be out to protect mutants and to make sure things are better than they are."

"You are not mistaken about our aims, Spider-Man, but it is a delicate situation," said Professor Xavier. "If could protect every mutant in the world, I could but there are some who won't agree to join the school, whether it be not out of interest, out of philosophical difference, or not simply accepting what they become. I can't force everyone to be an X-Men."

"Someone like Creed will eventually slip up in his zeal to expose mutants, but should we act in a threatening manner, we may worsen the situation," explained Beast.

"Just leave it Spider-Man, you mean well, I get what we want to do, we all get what you want to do, but this is out of your hands," said Cyclops. "I'm not even sure if it is in our hands either, but act wrongly, and go after them, for any reason and they're turn it around on you."

_"I understand where they're coming from but I really can't accept it, there has to be a way of doing something other than doing nothing," thought Spider-Man desperately._

"We can assure you Spider-Man, that I and the rest of the X-Men are doing all we can to temper the anti-mutant action but it will take time and understanding," said Xavier in a calm and collected voice.

"Yes, but what if people don't take the time to understand?" asked Spider-Man frustrated. A question that he didn't want to think about but it kept haunting his thoughts.

"It may come to that yes, but we must remain optimistic that humanity can overcome the worst in itself to stand together," replied Xavier. "Given that you're not one of my students, morally I cannot suggest you to do anything, but I must tell you to keep a cool head and don't let this get the better with you."

"One time I looked the over way and I made a promise to myself to never do it again, ever," said Spider-Man in a somber and nearly saddened tone. "I learned along time ago, that with Great Power There Must Also Come Great Responsibility. Perhaps more people would do better than learning that lesson. Sorry for wasting your time, I won't bother with it again."

"Spider-Man wait..." started Marvel Girl but it was too late. "He took that really badly. We just don't want him to make this worse. His heart's in the right place, but he...can't really think that this is something that he can solve."

"He knows he can't, but he's too stubborn to not try," said Storm.

"He's not completely wrong," said Wolverine.

"No but re any of us even right?" asked Cyclops, as he rubbed the bridge of his nose. "With Creed, and all, this isn't going to end badly. What if there is no right answer?"

"I don't know, Scott but it won't stop me from trying to find a resolution, that is the promise I made, that is my dream, it won't die," said Professor Xavier.

The lack of answers plagued many and the few answers raised even more alarming questions.

X-X-X-X-X

Frustration was merely mild to what Spider-Man felt as he found himself perched on the ledge high above the city, as he had departed from the X Mansion.

_"I can't believe that just won't do something, I mean it's not easy, I know, I get it, I know, I really get it, really I do," thought Spider-Man as he sat perched right on the city, as he refilled his web cartridges. "But I just can't just stand by and let the Friends of Humanity push everyone around. Even if I have do it myself. I just can't sit back and do nothing."_

With another swing, Spider-Man looked right above the top of the city, but he heard a muffled groan from a side of the alleyway.

Curiosity got the better of him as Spider-Man dropped down, to see a young man face down on the ground, with a half of dozen masked figures.

"Don't like, mutant we saw what you did," said one of the thugs as he impacted a punch right into the chest of the man.

"I'm not one of them...not I mutant...I swear," managed the man as he was pushed right into into the corner.

"We'll beat the powers out of you freak," said another one of the thugs. As he raised a crowbar, Spider-Man shot a line of webbing and disarmed him.

Without a word, Spider-Man just jumped down and engaged his enemies right in attack, as he battered them, without a word, as the young man tried to get away, but he collapsed from the beating that the Friends of Humanity got him.

"Finish him off, then we'll finish the other one off," grunted one of the thugs but Spider-Man elbowed him right in the fact and stuck right to the wall, but one of the thugs was agile enough to narrowly avoid the attack, before he pulled out a chain and swung it, and smashed it right into Spider-Man to knock him down.

The thug grinned, before he held the gain but a bright pink light shot out and it caused the chain to wrap around his legs, before he fell backwards landing hard. A blur shot out, and knocked the heads of the two standing members of the Friends of Humanity right to the ground. The young man was picked up dazed and then sped off.

Spider-Man pulled himself up, everything had happened in a matter of seconds after he got knocked down and he turned around to face the Scarlet Witch and Quicksilver of the Brotherhood.

"Alright, I don't know what you two want, but if it's a fight, then you caught me in the wrong mood," said Spider-Man as he clenched his fist for battle but Quicksilver shook his head.

"Hey, chill, Spidey, it's nothing like that, we just thrashed those Friends of Humanity clowns in no time flat," said Quicksilver with a smile. "And the X-Men, snug in their cozy mansion, behind their security, stand there, debating about peace and understanding, while the rest of mutantkind suffers."

"Yes, and your point is?" asked Spider-Man uneasy.

"We, at the Brotherhood, know that Creed and the rest of the Friends of Humanity, they're a big problem with everyone," said Quicksilver. "And we, aren't going to crawl in a hole by it either. I mean, we could let those bullies just walk right over us, and just let them smack us around because we are mutants. Or we could smack them back down and take the fight to them. I mean, the only reason that they're going after us is because we can't fight back."

"I see," said Spider-Man slowly, he could not help himself from thinking that he just bounced from one extreme with the X-Men to an entirely different extreme with the Brotherhood.

"And, oh yeah, something else you might want to know," said Quicksilver. "Norman Osborn, he's up to something bad. All mutants are going to suffer from it, who knows what he's doing to us. We could be next, any of us could be next."

Spider-Man stood there, arms crossed, no words.

"So, Spidey, you know, you've had your problems with Osborn in the past," said Quicksilver. "The entire Green Goblin thing and all that junk. You know what he's capable of. We could work together and take him down, and the Friends of Humanity."

"So let me get this straight," said Spider-Man slowly. "You want me, to join you, as in the Brotherhood."

"Come on Spidey, don't you get sick of being the punching bag," said Quicksilver. "Besides, you'll be hated either way, but what do you have to lose?"

"My principles for one thing," replied Spider-Man, not blinking, with not emotion in his voice. "Thanks for the help but you Brotherhood people, you're not that much better than the Friends of Humanity or Osborn or any of the other people I face. And you've done nothing to convince me any differently. Good bye"

Spider-Man swung off.

"You really thought that he was going to join us, didn't you?" asked Scarlet Witch, as she broke her silence but Quicksilver didn't answer, just frustrated

X-X-X-X-X

"Everyone settle down, find your seats, the assembly is going to begin," said a teacher as the students of Midtown High made their way into the auditorium. "Mr. Creed wishes to speak with you all and I hope you have his full respect for this assembly."

_"Some say assembly, others say brain washing," thought Peter as he looked around, as he stood side by side with Gwen, Mary Jane, and Harry. "Madhouse as usual, at least we have decent seats, I'll be able to get a look at Creed up close. Nice to know the face of the enemy."_

"Wow, people are really excited for this guy, but anything to get out of class," said Mary Jane. "Wonder what he's got to feed us today."

"Nothing good," muttered Gwen as she looked forward.

"Not looking forward to this," whispered Peter.

"On the contrary, I'm looking very forward to this, I'm intrigued," said Gwen. "What made Creed come out of his hole and take his campaign straight to us in person?"

"He's doing it in all of the high schools, I thought." said Mary Jane.

"No, only the one's who have mutants who exposed themselves," said Kitty as she stepped in, as she ducked a paper ball that was lauched right at the back of her head. She picked it up, with a crude drawing of a girl who had been sliced to ribbons with blood dripping at her. She winced, but quickly got a hold of herself. "Childish, but what do you expect?"

"Are you sure its a good idea to be here?" asked Peter.

"Yeah, I thought about it, but I'm not sitting this one, maybe a first hand account of the man himself, with cause certain mutants to get off their backside and do something about him," said Kitty hotly, but she remained silent, sinking into a chair off to the side, as others avoided her as they said hateful things.

"Thrilling," yawned Harry.

"Everyone quiet," said Davis as he stood right to the side. A few of the teachers assembled on the stage had Friends of Humanity armbands on but a few others just looked rather neutral and in some cases uncomfortable. "As you know, mutants are becoming a problem in our schools, in our neighborhoods, in our community. You may have heard of at least one case, but how many more are lurking out there? Mutants are threats, and my good friend, Mr. Graydon Creed will discuss what you should do if you encounter dangerous mutants, as his associates pass around more information."

At that moment, a nondescript man with red hair dressed in a suit walked on the stage.

"Thank you Principal Davis," said the man smoothly, in a polite, kind voice that made you think that he was your friend but those who really listened sense a phony quality to it. "I'm Graydon Creed and I'm concerned for the future of humanity. It is a concern that amplified when mutants struck innocent civilians this past Spring. They were proven innocent but if they attacked before, they could attack again."

Creed paused.

"My friends, I feel that humanity should stand together to stand up to the mutant menace, to make sure that we live in a happier, safer world," said Creed in a passionate voice. "Where mothers can tuck their children in at night, without worrying about some mutant menace walking through their walls and snatching their precious ones. Where everyone can safely walk the streets at night, knowing that they will remember exactly what they did the next morning without a fear of mind wiping. Mutants play with our hearts and minds and would enslave us all if we, humanity will allow it. But there is one mutant that stands up above the rest, that being Spider-Man."

Peter, Gwen, Kitty, and many others all sat up rather straight.

"I had invited Spider-Man to come here today, to debate the issue of mutants, to give his side of the story of all of the lives that he ruined with his actions, to perhaps prove me wrong, but he's a coward, preferring to attack people, then engage in civilized discussions," said Creed as there were angry whispers. "Spider-Man and his fellow mutants embody a disease that will roll over humanity. We can no longer be proud because we are healthy normal humans, we must be different, we must be special, we must be superior. Humans are strong, we are superior, we have numbers. Are we going to let a few mutants take us down? Spider-Man has something to hide. Why would he ignore my invitation? How many supposed criminals were just innocent people that managed to see what Spider-Man truly was? What is he hiding?"

"Spider-Man's a hero, he wouldn't do anything, he's out saving the world so people like you can be safe!" shouted Flash Thompson but there was hissing and jeers against the web head and anyone who was a fan of his. Creed stared down Flash for the briefest of seconds.

"It is very easy to get tangled right in hero worship, as some have thought Spider-Man to be someone to admired, but that is what Spider-Man wishes," continued Creed not flustered and having not broke his stride. "Don't be afraid to go against those more powerful. True strength will come. Those who have strength will not be bullied by any mutants I have formed the Friends of Humanity, to strengthen the bond between us. We must stand together. I see so much promise out there. Don't waste it, don't let the mutants crush your hopes and dreams."

_"I think I can trap Creed in his own argument," thought Peter at that moment. "If he shuts up enough for me to get his attention."_

Before Peter could really make his argument, it appeared that Gwen had the same idea.

"Mr. Creed, I find your views rather fascinating, but don't you think that you are being a bit unfair with tarring mutants with the same brush," said Gwen. "I mean just because some mutants might use their powers to harm humans, it's not right. I mean, there are Hispanics that got into the country illegally. But would it be fair to punish those who went through the proper channels for a few that didn't?"

"Now, young lady, you may have a valid point, but we're not dealing with just any group, we're dealing with super powered individuals who would destroy us in a blink of an eye," said Creed with a smug smile, as he prepared to brush off Gwen's comments.

"How do you know?" asked Gwen politely.

"Studies have been conducted, they say that mutants are likely to misuse their powers, because of a genetic imbalance," replied Creed, still not flustered yet, as he retained his smug snake demeanor.

"What studies?" questioned Gwen. "I mean, can anyone take a look at the data with these studies. Have they been collaborated with anyone else? Is this data that can easily be misread? Was it done with a big enough focus group? Does the results support a well reasoned hypothesis?"

"Such an inquisitive young girl, a mind on the human, I do understand why someone would have questions, for someone so young, not truly understanding how the world really works," said Creed with a smirk and a light chuckle, with some snickers from his supporters, facade of politeness still firmly in place. "But rest assure, my data is rather iron clad. The proof is there, mutants are a menace."

"But what you're saying right now is pure hearsay, because no one's seen any studies," pressed Gwen. "In fact, there have been studies that have been done and can be verified through reputable scientific journals, that suggest that mutant gifts might be the natural evolution of humanity, but it will take another few generations to be for certain. Mutants are what we may become or close enough to it in another hundred years. Anyone can look them up, they aren't very difficult to find. In fact, I have a copy printed off in my locker, if you want to take a look at it after we're done here."

_"Just about what I was going to say, but oh well, Gwen might have done it just a bit better," thought Peter. "I don't think Creed thought that anyone would have a solid argument."_

"Those sources must be completely and utterly biased then, because anyone knows that mutants are unnatural," said Creed his cool voice cracking for the briefest moment. "As stimulating as this debate has been, we're getting off the subject, that is no matter what, we know that mutants are a threat, with Spider-Man at the top of the heap. All mutants must be dealt with, to keep them out off of the street."

"Just one more question, Mr. Creed, if you could enlighten me," said Gwen.

"Yes, young lady," said Creed with a positively strained smile.

"How far do you go when determining who should be punished for their gifts?" asked Gwen. "Genetically speaking, there could be a child of two mutant parents that would technically speaking be a mutant but exhibit no special gifts."

"Now, that is just absurd, obviously that person would be a human," replied Creed in a quick manner.

"But judging by your statement, they would still have mutant blood in them and would be unbalanced," said Gwen. "Where do we draw the line? How many generations do we go back? Many of us sitting here could have mutant DNA in us and not even know it, because we haven't exhibited any powers or haven't had the proper stimulus to activate their powers."

There were many outraged whispers of the thought that their family tree could have been tainted by mutants but more than a few people look thoughtful. Before Creed could formulate a response, a loud smash was heard, before the side doors to the auditorium blew open, and promptly diverted the attention away from the debate on mutants.

The side doors of the auditorium were blown right off of their hinges and an imposing figure dressed in black showed up, with what appeared to be a helmet with a large red and black spike protruding from his helmet.

"Creed, your mutant bashing days are over!" growled the mysterious mutant. "I'm going make you pay, I'm sick and tired of your lies and it's time for you to find out how dangerous we mutants can really be! "

Two of Creed's bodyguards rushed over, but they were handily blasted right out of the way by energy blasts that came from the mutant's hands. Several teachers who had been by the stage had also been knocked around, by being too close. At that moment it was pure bedlam right in the auditorium, as hundreds of students were screaming in horror.

"Move, everyone move," said Peter, as he watched as Gwen and Mary Jane were moving, trying to avoid to be trampled, as Harry had disappeared right into the crowd. As Kitty pulled herself up off of the row of chairs that she got knocked into, with an annoyed look on his face, as the mysterious mutant on the stage. "Any idea who that guy is?"

"No, I've never seen that guy in my life, he's not someone the X-Men's ever dealt with," said Kitty. "So..."

"Make sure everyone gets out safely, or as many people as possible, I'm going to play tag with Mr. Crazy over there and save Creed's sorry life," said Peter.

"Save Creed," whispered Kitty in a disagreeing voice. "What on earth..."

"Great power, great responsibility, you know, all that jazz," said Peter, who hated himself for the fact that he had to do this. "Gwen, Mary Jane, go, I'm going to take pictures of this, Jameson would want to get a look at this."

"Man, he sure loves to live dangerously," muttered Mary Jane.

"You have no idea," said Gwen, but no one could hear in the chaos, as she spotted Peter disappear right into the chaos, no doubt to change, although there was no time to mull this over. "Everyone, just please...move, you're not helping the situation."

"Okay stay calm, everyone, just don't panic, I know it's scary..." started Kitty.

"One of your mutant buddies has gone nuts and you expect us to stay calm!"

"Hey, he's not my friend!" said Kitty as there were screams, terror, and just general cursing of mutants in general. "If you want to live, just get out of the side, calmly, carefully, it's obvious he's after that crackpot on the stage anyway. Fine, get trampled, but some people want to live, you know."

"Yeah, you heard her, just chill, everyone will get out of this fine," said Mary Jane but she looked over her shoulder to see Spider-Man. "More than fine."

Back on the stage.

"Stay back, freak, stay back, I'm warning you, one day, you'll pay," said Creed.

"Oh, but Graydon Creed, you will feel the consequences of what you've said, every action have them," said the mutant, but Spider-Man swung right out and wrapped his webbing around the mutant's hands, to cause his hands to blast upward, and smash out a part of the ceiling.

"How would you like to go a few rounds with someone a little less pathetic?" questioned Spider-Man which caused the mutant to look up, eyes narrowed, as he readied himself. He could see the last of the people in the auditorium having cleared out, leaving him, Creed, and his downed bodyguards.

"Spider-Man," grunted the mutant, as he lifted his hands and a blast of energy shot through the air but Spider-Man swung around, to avoid and tried to go for another attack but an energy shield appeared around the mutant, which caused Spider-Man to crash down.

"Direct approach, not working," managed Spider-Man as he tried to pull himself to his feet, before he dodged more attacks.

"Come on, stand still!" threatened the mutant, as Creed rolled off to the side of the stage, but the mutant saw him. "Oh no you don't!"

A blast had caused flying bits of podium to be launched at Creed, with Spider-Man reluctantly saving him, by as he swung out of the way.

_"Yeah, being the hero sometimes blows," thought Spider-Man as he dropped Creed off out of the battle._

"Stand aside, or I'll blow you aside," growled the mutant but Spider-Man bounced to the left, to the right, diagonal, up, down, off the walls, somersaulting, as he dodged his opponent's attacks. "STAND STILL!"

"Yeah, I'll do that right away," said Spider-Man dryly, as he tried to shoot more lines of webbing at his enemy but the opponent was enemy. "So, um guy, I know Creed's a utter jerk and all but this really isn't the way to get out your aggression? So just take a deep breath, maybe do some Yoga, and...I still don't know what your name is, this is getting awkward, mind enlightening me on that fact..."

"Just call me Annihilation!" yelled the mutant, named Annihilation, as he sent a brutal attack but Spider-Man ducked and rolled, before he bounced off some flying debris and jumped right at his crazed foe.

"Oooohh, Annihilation, that's very nineties of you," said Spider-Man as he continue to engage his enemy in battle.

X-X-X-X-X

A group of shell shocked students stood outside, of Midtown High as the Teachers and Administration tried to vainly gain some semblance.

Flashes of light could be seen with explosions being heard, as everyone sat outside.

"Everyone stand put, the MRD is being called to deal with the situation Mr. Creed, and several other students might be trapped inside with this mutant and Spider-Man!"

"They said senior year was insane, but I didn't...I never thought anything like this and the first week isn't over," said Mary Jane as she sat down next to Gwen, as the group huddled. "He's been in there a long time...for taking pictures you know."

"Pete's fine, he's...careful," said Gwen carefully, as she watched, as there were anti-mutant yells, the last image that most of the school had before they were evacuated, was of a crazed mutant who had started to attack Creed and his bodyguards, with threats.

All that was on the information was how mutants were everything Creed said and more.

It was the most terrifying situation that many had been ever in.

It reinforced everything that was said about mutants and than some.

As Gwen sank down, despondent about every single word to try and get people to listen to reason, had likely been forgotten, she had looked up to see where everyone else gone off to. She spotted Kitty, as she stood off to the side, as she got her share of looks, as if what happened was her fault.

But where was Harry?

X-X-X-X-X

Harry Osborn stood right outside of the fence at Midtown High. Things had cooled down in the sense, that everyone had gotten out of the school.

"Better go back, I guess," said Harry, as he took a step, as he craned his neck to see in the distance.

"Hey, Osborn!" called a voice.

"Who's there?" asked Harry, as he stepped right onto the street, which began to shake very slightly underneath his feet. It caused him to lose his balance and Toad hopped into the fray, before he placed a soaked rag right over Harry Osborn's mouth, which caused him to struggle for a moment, before his legs buckled.

"Lights out rich boy," said Toad with a cackle.

"So what's the plan again," said Avalanche, as he walked into the scene with Pyro.

"I told you, trade Osborn Jr for the mutants that his pops got, I mean, what kind of father wouldn't want to do anything to get his son back?" said Toad. " I mean sure, my old man threw me out of the street when I was nine and told me to do myself a favor and leap in front of a moving train. But that's different. I'm such a genius, Mystique has to appreciate me now."

"There's Blob with the getaway truck," said Avalanche, and sure enough, Blob rolled forward, squeezed behind a wheel of an ice cream truck with the seat pushed back as far as it could. Pyro and Avalanche made tightened the bindings around Harry's hands and feet, before they added a gag.

"Get going, get going, don't know who's causing a ruckus up at the school, but send them a fruit basket, when we can afford a fruit basket, later, it's much easier than grabbing this punk after school like we planned," said Toad, as the Brotherhood dove off. "And we're supposed to be the useless muscle. Pulled it off without a hitch."

X-X-X-X-X

The battle raged on inside the auditorium of Midtown High School between Spider-Man and Annihilation. The web slinger looked down at his crazed enemy, but footsteps echoed from outside.

"Bah, I don't have time for this right now, another day, human," growled Annihilation, as he took one more shot right at Creed, but Spider-Man, swung down and snatched Creed and deposited him right off to the side.

"Just remember, Creed, the big bad spider menace saved your sorry backside," said Spider-Man as he sat Creed down with the doors of the auditorium that lead in from the school were broken down by MRD troops.

"Thank God, there he is, he attacked me, Spider-Man, him and one of his mutant cronies!" shouted Creed suddenly, as he scrambled over the chairs. "Put him away, he's a danger to everyone!"

"What!" yelled Spider-Man but at that moment, the MRD had their guns trained right on Spider-Man.

_"That ungrateful piece of...when I get my hands on that...I swear I'll tear him a new..." thought Spider-Man but he stopped. "That's a lot of guns."_

"Alright mutie, hands in the air, nice and easy, your days of menacing humanity are over."

**To Be Continued in the Third and Final Part of this Story Arc.**


	71. No Friends of Mine Part Three

**Chapter 71: No Friends of Mine Part III**

"You heard me you mutant freak, hands in the air air and walk forward," growled the leader of the MRD squad.

"Can't we talk this over like civilized human beings?" asked Spider-Man, but he found several of the weapons trained on him. "I'm guessing not."

Spider-Man maintained the illusion that he walked forward, his hands in the air, but immediately, when one of the MRD officers reached forward to grab him, he flung him down. With expert precision and grace, Spider-Man propelled himself in the air, before he disarmed two more of the troops, sending their guns up into the air.

Several miniature balls of webbing shot outwards, some of them blinding the visors on the helmets of the MRD as Spider-Man swung out the door that Annihilation made. Creed had slipped off already while Spider-Man battled the MRD officers.

"Get it together men, we can't have him escape, no matter what, do you hear me!" barked the commander, as he angrily ripped of his helmet off. "When I get my hands on that wall crawling freak..."

At that moment, the commander was cut off with a buzz from the communication link.

"Commander, this is Norman Osborn, I understand you are investigating the disturbance at Midtown High," said Osborn in a calm and crisp voice. "What is your progress? Have you captured the mutant in question?"

"We're just about to go after him, Mr. Osborn," said the commander with thinly veiled glee. "It's Spider-Man and we're..."

"Spider-Man?" inquired Osborn with a pause. "Leave it and return to base."

"But, he's out in the city, Mr. Osborn sir..." started the MRD commander.

"I said leave it," said Osborn. "Spider-Man is a special case. I have plans for him, but not now."

"But..." stated the commander.

"I order you to leave it, trust me, there will be plenty of other dangerous mutants to take care of," said Osborn. "And remember, officially he escaped into the city and you were unable to locate him. If I hear anything hinted otherwise, people might find out that you are a mutant."

"I'm not one of those filthy muties!" yelled the commander angrily.

"Perhaps, perhaps not, but to prove it, that would be rather tricky," said Osborn softly. "Now rally your men and return to base. That's my final word."

"Of course, Mr. Osborn," said the commander as he turned to his men. "Return to base, Spider-Man escaped and he's untrackable. Some day we may bring him in but not now."

With that, the MRD officers looked confused but agreed. Some of them only did sign up for this job to put food on the table and a roof over their family's head.

X-X-X-X-X

Harry Osborn's eyes flickered open, not that it could do him much good, because he was currently blind folded. And apparently bound and gagged as well, to the world's most uncomfortable chair.

"Mhhh, mmhh, hhhph, mmah, mah," grumbled Harry through the gag.

_"Okay that didn't work," thought Harry through a daze. "Where I am? Who took me? What did my father do this time to piss someone off? Why does this place smell like rancid eggs?"_

As Harry struggled in the other room, Toad, Avalanche, Blob, and Pyro, stood in anticipation as the door creaked open, with a very bad tempered Quicksilver and Scarlet Witch.

"Oh, look who's back, hey guys," said Toad who was bouncing up and down in excitement.

"Toad," said Scarlet Witch indifferently.

"Toad," said Quicksilver surlily.

"We've got a big surprise for you, in the kitchen, come and see it," said Toad.

"Not in the mood, Toad," said Quicksilver.

"Ah come on, you've been gone for two days, we worked hard to make sure we got this all ready for when you returned, so we can make our list of demands, together, as a team," said Toad.

"What list of demands, what surprise, what are you babbling about?" asked Scarlet Witch.

"Ah, this is a real great one, we kidnapped the Osborn brat and we're going to ransom him off for all of the mutants good ol' Norman Osborn has captured," explained Pyro.

"You did...WHAT?" demanded Quicksilver and he stood up straight.

"Yeah, we're good," said Blob.

"It was my idea, I came up with the finer details," said Toad in a proud voice.

"No, you're not good, you realize what Osborn is going to do when he finds out that you did this...you kidnapped his son," said Scarlet Witch.

"He's going to be worried sick with grief and let our people go, for getting his son back?" suggested Toad.

"No, he's going to have MRD people right on our asses faster than you can breath and that's if we're lucky," said Quicksilver.

"But I thought that we needed to do something about Osborn," offered Toad.

"We do, we do, but...we're going to have to go with this," said Quicksilver as he rubbed the top of his forehead in frustrating.

"No we don't, we just return him, and just pretend this stupid idea never occurred any of us," said Scarlet Witch. "Osborn won't know anything about you petty thugs kidnapping his son for a while yet...unless you did something stupid and leave a ransom note."

"Yeah about that," said Toad in an uncomfortable tone of voice as he shuffled his feet.

"You did it, of course you did it," said Scarlet Witch, as she stepped away to avoid the ever growing temptation to blast the rest of the group. It was very hard to control her powers at this point.

"So we...I guess we have to go through this," said Quicksilver.

"Hey, we're the Brotherhood, we hang together, fight the good fight," said Toad in what he thought was a reassuring.

"We'll be lucky to get off with just hanging, just let me think, I'll come up with the plan and it won't be that half baked effort that you four did," said Quicksilver as he began to talk at super speed, with none of the Brotherhood being unable to keep up with him.

X-X-X-X-X

Norman Osborn stood in his office, note in hand, that had been handed to him by a guard of his. The expression on his face was one of noted indifference.

His son had gotten himself kidnapped. By some renegade mutants. The foolish boy had once again placed himself in danger and become a liability. Osborn had dealt with the Brotherhood once before and they had powers, but without leadership, they were just spinning their wheels.

"Mr. Osborn?" asked the guard.

"It's insignificant," said Osborn swiftly and dismissively. Obviously reacting right now would be playing into their hands. The Brotherhood would likely do something entirely reckless, to try and force his hand. He knew they would not be stupid enough to harm Harry, it was a bluff and Norman Osborn knew the game better than most. If he had thought that there was the slightest harm that Harry would have any lasting injury, then he would be concerned.

He knew better. Let Harry sweat it out. It would make a man out of him.

Trade the captured mutants for his son. Norman Osborn sat at his desk and resumed work, as he waited for more from the Brotherhood. In a few hours, he would act but right now, he would let them sweat.

X-X-X-X-X

In a rundown factory right in New York City sat a sadistic looking man. He had white hair that was showing signs of baldness, spectacles, and piercing, cold blue eyes. His name was Phineas Mason, but in the criminal underworld, he had another name, the Terrible Tinkerer.

He could engineer, build anything, as long as the price was right. He stood right across Graydon Creed, as the mutant known as Annihilation walked in.

"Just got away, Mr. Creed," said Annihilation. "I can tell why these filthy muties get off on all of these power, it feels good, to see all of these power cowering on me."

"The sacrifice you make for the cause, is admirable but do not forget, that none of what they do feels good, it is something that they should be ashamed of," said Creed swiftly. "Mr. Mason, your work is more than acceptable. You are truthfully a credit to humanity."

"I aim to please," said Tinkerer with a swift motion, as he accepted a large bag, full of stacks of cash. "It seems like our little freak made the news and Spider-Man as well. He escaped the MRD. A pity, I was hoping that he would be locked up but we can't have anything."

"One day, he and all mutants will be taught a lesson," remarked Creed. "Now, you have your loan fee for the power suit, all we need to do is get Mr. Smith out of the suit and he will no longer have the shame of even imagining he is a mutant."

"Just a simple matter, of working the remote with the proper combination and he'll be out of there soon," said Tinkerer but Annihilation grabbed his wrist and pulled the remote out of his hand.

"And what if I don't want to get out of the suit?" asked Annihilation.

"I beg your pardon," said Tinkerer.

"I mean, why, I felt the power, I felt good, I was just nothing, a working zombie, with a nine to five job, bratty kids, nagging wife, named Bob Smith, there are hundreds of guy's named Bob Smith, but as Annihilation, I felt power, I felt respect, I felt people cower before me," rambled Annihilation and with that he crushed the remote control in his hand.

"You fool, that is the only way to get out of the suit," said Tinkerer.

"Well, that sucks for you, sounds to me like you're out of control," said Annihilation.

"Smith, you're mad, you were a good human, why do you have to throw it away?" asked Creed.

"A good, boring human, now I'm something," said Annihilation, as he held up his hand and annihilated a table. "The Friends of Humanity, they obviously were not all I thought they were. You put the power in my hands to prove your vendetta and I like the power. And all humanity will bow down before me."

A hole was blasted right into the wall and Annihilation ventured into the city.

"Best I can tell, that helmet altered his brain chemistry," muttered Tinkerer. "Do you wish for me to figure out a way to stop him, Mr. Creed?"

"No," said Creed. "The people believe Annihilation is a deranged mutant. His rampage will serve humanity well. Let him play for a while before we put him out of his misery."

Tinkerer just shrugged. He had his money. What was it to him of innocent people got slaughtered?

X-X-X-X-X

"Attention Students of Midtown High, due to the mutant rampage in this school, you will be sent home early today, as we assess security on this school," said Davis and there were cheers from many of the student body. "You will make up this day later in the year and the school year may be longer thanks to the mutant attack today."

There was a lot of boos for that one. No one wanted to go to school any longer.

"So what did I miss?" asked Peter, as he popped up behind Gwen, Mary Jane, and Kitty, who jumped to a start.

"Well, we're being let out of school early, being sent home because of that guy," said Mary Jane.

"And I can't find Harry anywhere," said Gwen, as she bit her lip. "I..."

"I'll have a look around," offered Peter. "You two do what you need to do and I'll meet up with you, and let you know if I find Harry."

"Right," said Gwen as she leaned forward and kissed Peter, before breaking. "Let me know what happens."

"See you, Pete," said Mary Jane, as Peter slipped off, but Kitty was following behind.

"I have a hunch that it was no coincidence that mutant attack happened when it did to drive us out of the school," said Peter. "And the fact Harry's missing proves that hunch."

"You think someone kidnapped him to get back at Norman Osborn," said Kitty.

"Of course, and I have a pretty good idea who," said Peter but suddenly, he stepped over, to see a man on the sidewalk, just pulling himself up to his feet, surrounded by a crowd of bystanders.

"Muties, it was muties, they stole my ice cream truck," said the man as he shook his head.

"Wait, did you say, mutants stole your ice cream truck?" asked Peter.

"Yeah some big fat tub, he said he needed it to capture some Osborn kid before I was knocked out," said the man, as he slumped.

"Easy sir, the ambulance is on his way," said another bystander.

"The Brotherhood?" asked Kitty.

"Of course," said Peter. "The MRD has been rounding up mutants, I just narrowly escaped from them. Osborn's funding it, he built the prison, of course. I've got to find him."

"Wouldn't Harry's Dad send the MRD after the Brotherhood when he found out his son's been kidnapped?" asked Kitty as they walked out of the earshot of the crowd.

"Kitty, you don't know Norman Osborn like I do, he'd rather let Harry sit there for a while," said Peter. "He'd think it would be good for him, make a man out of him."

"That's kind of low," muttered Kitty.

"That's just the way Osborn's mind works," said Peter as he stepped to the side. "I'll change and deal with this..."

"You're going to fight the Brotherhood by yourself?" asked Kitty. "No way, you can't do that, I'll..."

"I'm going to do it Kitty, this is my problem, this is something that I have to deal with, besides I doubt that Xavier would approve given his current no action stance," said Peter as Kitty opened her mouth but Peter cut her off. "No, this is something I'm going to handle."

Before anything else could be said, the spider sense went off, which put Peter on alert and he saw Annihilation walking down the street, as people ran, as he exerted his power.

_"And right now, this is something that I'm going to have to handle," thought Peter._

"I'll stall him," offered Kitty.

"Just don't get yourself maimed," said Peter as he walked Annihilation blow a large truck out of the way like it was nothing.

"Yeah, thanks for the vote of confidence," muttered Kitty.

X-X-X-X-X

"That's right flee, beware my power!" shouted Annihilation, as he moved forwards a group of cowering children. "Ah, children, the most precious and innocent of all of humanity. Time to put you kids to bed."

At the last minute, Kitty dove right into the attack, phasing the children underneath the ground, before popping them right back up out of harm's way.

"Can we do that again?" asked one of the children innocently.

"No, not again, run, get safely, this guy is bad news, he'll hurt you," said Kitty as she faced her enemy.

"You must be kidding, some teeny bopper mutie thinking that she can stand toe to toe with me," said Annihilation with an amused laugh.

"Okay, listen, I know you're mad because you're a mutant but..." started Kitty but Annihilation blasted an energy attack right towards her, cutting her off.

"You weren't about to give me the talk about how I can use my powers for good?" asked Annihilation. "That's played out."

"Fine, I'll just punch you in the face!" yelled Kitty as she tried to punch right through but she could not phase through the force field without being propelled back.

"Your fighting style, lacks something," said Annihilation, as he blasted right out of Kitty. "Let's see how well you can dance."

"Oooh, can I cut in?" asked Spider-Man as he swung right in and managed to catch Annihilation off guard, just enough to send him a few steps.

"Caught me off guard, that won't happen you meddling bug," growled Annihilation.

"Technically speaking..." started Spider-Man but before he could explain that spiders were in fact classified as arachnids he had to roll and duck under the attack. Police arrived in the distance, to help lead the rest of the civilians away.

Spider-Man landed.

"Keep him over here, while the police do their job and get the civilians away," muttered Spider-Man to Kitty.

"You two don't stand a hope against me, you will bow before me like the rest of this stinking city!" yelled Annihilation.

"The sooner we shut that tool up, the better," said Kitty as she moved into position.

X-X-X-X-X

"Everyone, stay calm move it, barricade the streets once you get the last of them out," said Captain Stacy, in the calmest voice he could manage. "We're moving you all to safety and isolating the area."

"There are still people trapped inside those buildings, Captain!"

"Move in but not before all of the civilians on the street are out of the zone, and keep them away from the middle," he replied. "Let those two do what they can, to deal with the situation."

"Maybe we should call the MRD."

"I'm sure someone's informed them by now, worry about the civilians, that is our first priority," said Captain Stacy as he allowed himself to watch a few seconds of battle. "So they can do their jobs."

X-X-X-X-X

"So, any ideas on how to actually beat this guy?" asked Spider-Man.

"Me?" asked Kitty who was caught off guard.

"No, my invisible sidekick," dead panned Spider-Man.

"Alright, yeah, let me see, yep, I've got it!" exclaimed Kitty. "Um, let's try Omega Move XQ94Z12".

"Try the who with the what now?" asked Spider-Man in confusion.

"Oh, yeah, right, you wouldn't know the official name, Danger Room thing," said Kitty. "The, I phase under the ground and grab his feet while you kick him in the face thingy."

"Right," said Spider-Man. "Why didn't you say so?"

Annihilation blasted right at them, but Kitty went low and Spider-Man went high.

Seconds later, Spider-Man bounced off of the forcefield and Kitty was bounced right out of the ground.

"I can't get even underneath him!" cried Kitty in an exasperated manner. "He's got to have a weakness, this is nuts."

"Yeah, well he's doing a good job at hiding it," said Spider-Man. "We're going to have to outlast him."

"I don't know if we can hold it up much longer," said Kitty.

"Yeah, even if the two of us are working together, he's too much," said Spider-Man.

Annihilation sent an energy blast but they evaded the attack.

"Can't run forever!" called Annihilation, but a blast had nailed him right in the back, to stagger him. "What the..."

The X-Men appeared right on the street, in the form of Cyclops, Marvel Girl, Storm, Wolverine, Rogue, and Nightcrawler.

"Oh, help, good," said Spider-Man as he shook off the cobwebs. "I see you came out of the Mansion."

"Yeah, well this is hard to ignore," said Marvel Girl.

"You're welcome by the way, Spider-Man," said Cyclops as he turned to face his foe, as he sent a blast right at Annihilation, who avoided it.

"Your fancy eye tricks worked once, but it's not going to work on me again," said Annihilation as he turned to face the group. "Do you hear me mutants, you're not going to get me, not this time. I am power, I will crush you, do you hear me, I am beyond everything you've ever faced!"

"I've been here a minute, I already want this guy to shut his yap," grumbled Wolverine.

"Nothing we try can break through his defenses for too long," offered Kitty.

"Well that's just charming," grumbled Wolverine but Spider-Man just looked at Annihilation, as Rogue, Nightcrawler, and Storm tried to battle him.

"Of course, it has to be that, it is so simple, that it's almost complicated," said Spider-Man. "His powers, they feed off of his own bio-energy. If we wear him out, we can get him."

"Really, and when does that happen?" asked Rogue, as she was blasted back. "Maybe if I drained some energy off of..."

"No trust me, that won't end well," said Spider-Man as every single scenario ended in nothing less than tragedy, some only slightly less. "I've got an idea. Give me five minutes. Keep it distracted for a bit."

"Should be no problem, it's just shooting at us," said Kitty.

"Hey, he's got a plan, more power to him, let's see if we can't weaken it a little bit when we distract it," said Wolverine as he popped his claws. "Let's see what he's really made of."

Wolverine rushed forward and propelled himself right under the blast, before he jabbed his claws, and he managed to just very push himself through the field.

For a brief second, before he was propelled backwards. Marvel Girl managed to lift an over turned and abandoned bus and send it right into Annihilation, who blasted right through that.

"You're pathetic,' said Annihilation. "Your powers are nothing compared to mine."

"We'll see about that," said Storm, as storm clouds appeared right in the air.

"A little rain, you think I'm afraid of a little rain?" demanded Annihilation but the winds kicked up, before a lightning bolt shot right out of the sky and zapped Annihilation.

He was thrown backwards, but he held up his hand, glowing, before he blasted Storm right out of the air.

"That one hurt," growled Annihilation, but he pulled himself up and Nightcrawler appeared right him front of them.

"That's it, come closer," said Nightcrawler as he bamfed right behind Annihilation. "Right behind you. No behind you, no over here."

Annihilation just turned around, frustrated.

"I'll rip your head off, you fuzzy little twerp," said Annihilation, as he swatted right in the air, but an optic beam managed to knock him around and a large wind propelled him off of his feet. "I have power, ENOUGH!"

Annihilation rapidly and carelessly shot blasts to the left to the right.

"I think we done pissed him off," said Rogue as she rolled underneath an attack.

"You think?" grunted Wolverine as he winced. A healing factor did not block the pain.

"If he's mad, then he must be losing control," said Cyclops. "Stay focused everyone."

"I'm in control!" yelled Annihilation, as he managed to restore his force field but every forty seconds, it failed for a second. "Come at me, I'm ready, I'm not a nobody anymore, I have power, you X-Men, you're nothing special."

At that moment, Spider-Man appeared behind Annihilation, as the X-Men continued to battle him.

"Lights out," said Spider-Man as he slipped right through the force field the moment that it failed and kicked Annihilation right in the back of the head. Before he could recharge, two lines of webbing shot out and Spider-Man snapped them forward, and kicked his enemy right in the face. Spider-Man aimed all of the attacks at the head, which appeared to be the focal point of the force field.

One last attempt to get the force field back up but Spider-Man snapped him down and a leaping stomp to the downed open.

Annihilation pulled himself up but the helmet on his head was cracked in the battle and hissing.

"Let's see where this guy came from?" asked Cyclops. "Jean."

"Right," said Marvel Girl as she walked forward.

"You can forget what you're doing, once I get up, you'll all dead, and I won't talk," said Annihilation.

"I don't need you to talk," said Marvel Girl. "Relax and don't think about who you are and where you came from."

X-X-X-X-X

"The mutants are dangerously close to finding out that our little friend is not quite who he seems," said Tinkerer as he carefully monitored. "Fortunately, I have a kill switch implanted in all my technology."

"Activate it," advised Creed without pause.

"I do warn you that this will likely kill anyone who is caught in the blast radius," replied Tinkerer.

"Do you find this a problem?" asked Creed who looked excited at the prospect of the X-Men and Spider-Man being wiped out. If some humans got caught, they died for a good cause.

"No, just telling you on the matter of full disclosure," said Tinkerer as he pulled out a second remote and popped it open, with a giant blue button. Without hesitation, he pressed it.

X-X-X-X-X

"His mind's messed up from his powers, no wait not his powers is..." muttered Marvel Girl, as she shifted through the tangled and quite frankly tormented mess.

Spider-Man suddenly went rigid before his head started ringing.

"We've got to get out of here right now!" shouted Spider-Man suddenly. "This is worse than anything...that's happened to me...BEFORE!"

A glowing red light engulfed Annihilation but Marvel Girl screwed her eyes shut, managing to block the explosion.

"Jean?" asked Cyclops tentatively.

"His powers, they're going to reach critical and I can't hold him off forever, there's no way," managed Marvel Girl, as sweat rolled down her face, with the strain that holding back such a huge explosion.

_"His powers...oh no, once Jean's concentration break, we're all going to...that could wipe out the city," thought Spider-Man frantically. "Think fast...minimize, yeah, it could work, it might work, let's see."_

"So what now, she can't hold that forever," said Rogue.

"Yeah, what now, Summers?" asked Wolverine.

"We need to get him where there are no people, but..." started Cyclops.

"Yeah, well we kind of are in the middle of the city, where there are people everywhere," fretted Kitty. "So we're kind of screwed either way."

"Guys, an idea now would be nice," managed Marvel Girl in a strained voice, as she felt a splitting headache coming om from the concentration.

"Under ground, that will minimize the damage, it won't be pretty, but...I've got it," said Spider-Man. "Kitty, phase him under ground just enough but get back up no more than fifteen seconds. Storm, blow that debris over where he is phased, then fly off. Nightcrawler, can you please get Kitty and Jean out of there the moment I give the signal?"

"Will do, Spider-Man," said Nightcrawler with a nod.

"The rest of you run, right behind the police barricade, I don't care if you have a supremely overpowered healing factor or not, just do it," said Spider-Man but he got a few looks. "What are you waiting for, a ticker tape parade? MOVE IT!"

"Okay, back behind the barricade, ignore them," said Cyclops, as Rogue and Wolverine followed them. Kitty dove underneath, as Jean held the explosion in place, blood dripping out of her nose, eyes bloodshot. Storm blew the debris over the top where Annihilation once stood before she flew to the safe zone.

"NOW!" yelled Spider-Man, as Nightcrawler grabbed Marvel Girl and Kitty and bamfed them out of the way, just as Jean lost her concentration

An explosion rocked the streets, but given the containment efforts, it was no more than a miniature earthquake that just knocked a good chunk of power out in the city, as opposed to blowing everyone in the radius to smithereens.

"So, we're not dead?" asked Nightcrawler after a moment's pause, as Cyclops bent over to check on Marvel Girl but she managed to pull herself to her feet.

"No, we're not dead," said Spider-Man. "And no one else appears to be even more than shaken."

"You think you can make us afraid of you mutants!"

A crowd had assembled, members of the Friends of Humanity who showed up.

"Look, how they put us in danger again, its bad enough where they tried to fire on us in their little jet, but now they tried to blow up half of the city?"

"Us, we didn't do that!" yelled Kitty. "Look, what will it take for you people to get it through your thick skulls..."

"Kitty, just let it go," said Spider-Man in a tired voice.

"But..." started Kitty.

"Just let it go," repeated Spider-Man. "They're going to believe what they want to anyway. One day, people might find out what they're doing, their hatred is wrong, but sadly, it's not going to be today. And engaging them is going to make matters worse."

"So you actually agree that not going after the Friends of Humanity now," said Wolverine.

"There are other ways to deal with them, prove them wrong again and again, until people have no choice but to listen," said Spider-Man.

"I can see where you're coming for from that," said Nightcrawler.

"Absolutely," added Rogue.

"So, how did you know that thing you did would work?" asked Kitty.

"Please, I'm a science geek before I'm a super hero," said Spider-Man. "Although science and being a super hero are not too different. I mean, with both you have to think on your feet."

"I did manage to work out one thing from his mind," said Marvel Girl. "He wasn't a mutant."

"What?"

"He was a member of the Friends of Humanity, or was," said Marvel Girl.

"Creed," said Spider-Man darkly.

"Yeah but I doubt evidence gathered from telepathy is going to convince anyone much of anything," said Marvel Girl. "But Creed put him up to this."

"Yeah, figures a scumbag like that would pull something like that," offered Wolverine.

In the distance, there was an animated argument about whether mutants were scum or whether they had just saved them, with suggestions to arrest them.

"Just everyone calm down," said Captain Stacy. "The MRD has been given full jurisdiction over arresting mutant fugitives, that much was made clear to me. I can't override them, so I doubt that I will be far off in saying that I shouldn't step on their toes by doing their job. So all we can do is ensure that you remain safely behind these barricades and if the mutants happen to be gone by the time the MRD arrives, then it's out of our hands."

Captain Stacy briefly looked towards the X-Men before he turned back to the crowd to pacify the restless crowd.

"Did that sound like a not so subtle clue to get out of here before the MRD shows up to you guys?" asked Kitty.

"Better leave, and Spider-Man listen...thank you?" managed Cyclops, before he saw that Spider-Man had already departed.

X-X-X-X-X

Some time later Harry Osborn sat. Other that the voices of his kidnappers that he heard and someone checking on him every hour, he had sat there. He wondered if these people had gotten the hint that his father was going to let him sit for a while, as some kind of demented lesson.

Harry heard a window be forced open from the outside, but no glass hit the ground. Light footsteps indicated that someone had arrived. Whether it was someone to rescue him, the fact that he was blindfolded had prevented him from seeing anything.

X-X-X-X-X

"Are you sure Osborn got the note?" asked Quicksilver.

"For the last time yet, I made sure he understood the urgency, his son was captured, I don't understand what happened," said Toad. "Maybe we should do something, I don't know, to force his hand or something."

"Threaten that I barbeque him to a crisp if he doesn't come by," suggested Pyro.

"Yeah, like that won't get the MRD just blowing down our doors and dragging us in for endangerment of a human being," said Quicksilver. "You know, we could salvage this, but perhaps if we had kidnapped Norman Osborn instead of his son."

"Didn't we do that before?" asked Blob.

"Oh yeah, those were the days, I remember..." started Avalanche.

"Enough about going down memory lane, maybe he didn't get the note, maybe if we return his son, we can just pretend this never happened," said Scarlet Witch. "We're going to look like some common terrorists, everything Creed says we are, by doing this entire kidnapping mess."

"Hey, relax, we've got this far, what's the worse that could happen?" asked Toad but he got a look that caused him to back off . "Um, yeah don't answer that. Osborn's captured, his Daddy will do anything he wants."

"Speaking of which, time to check on him," said Quicksilver. "Wanda, it's your turn, to take a peak at him."

Scarlet Witch nodded before she walked off.

X-X-X-X-X

"Okay, I'm here to rescue you," said Spider-Man as he had removed Harry's blindfold. "Now, just remain calm, don't say anything, and I'll get you out of here."

Harry nodded, as his gag was removed and he was untied from the chair.

"Can you walk, just nod or shake your head," muttered Spider-Man and Harry gave his head a shake, he was light headed but he managed to walk just fine. "Alright, out the window right now, before they have a chance to know you're gone."

_"Well I'll be, something is going to go right for once," thought Spider-Man but then the door opened and he saw the Scarlet Witch enter the room. "And I've got to stop saying things are going to go well for once, because that's a good way to jinx myself."_

Scarlet Witch stood, for a moment, as she looked at Spider-Man to Harry. She mouthed something and pointed towards the window.

"What?" asked Spider-Man confused.

"Get out, before anyone sees you," whispered Scarlet Witch.

"Is this a trick?" asked Spider-Man in a lowered voice.

"No, no time to explain, now get out, before someone sees you," repeated Scarlet Witch frantically. She wanted no part of this kidnapping to begin with and she wasn't going to back away from a chance to get them out of this, before they got in too far deep.

"Wanda, what's taking so long?" asked Quicksilver from the other room, as the other members of the Brotherhood showed up and looked at Spider-Man, who had tried to make a mad dash for the window, with Harry behind him.

A jolt of fire shooting right towards the windows had halted that progress.

"So, fancy you play the hero, eh, Spider-Man?" taunted Pryo.

"Six on one, you didn't think you could defeat us," grunted Blob.

"Well the plan sort of was to get out of here before you noticed," said Spider-Man.

"So you decided to turn coward," said Toad, almost in disbelief. "Well, you're not getting out here."

"Well, so much for the Brotherhood taking the moral high ground, and I thought you guys wanted to be the ones who helped mutants," said Spider-Man as he waved them off. "And you asked me to join you guys, after what you pulled, any chance that's going to happen is out the door."

"Wait a minute, Quicksilver, you asked Spider-Man, to join the Brotherhood?" asked Avalanche in a disgusted voice.

"And you called my plan stupid!" shouted Toad at Quicksilver. "Well yours is dumber."

"No, actually yours is but only slightly," offered Scarlet Witch.

"Hey, we had a good plan, we kidnapped him, no one saw us," said Toad.

"Yeah, but Spider-Man just found us, so obviously your plan can't be that good," argued Quicksilver.

The Brotherhood argued about which potential plan to deal with Norman Osborn was more stupid and Harry looked at Spider-Man.

"Wouldn't it be a good idea, to leave now while they're yelling at each other?" asked Harry.

"Yep," said Spider-Man as they slid past the group.

"Yeah, well maybe if you two didn't have Daddy issues, we would have done something by now!" yelled Toad.

"That's the only reason the reason we joined this group, because we were promised revenge on Magneto, we're not petty thugs with powers like you four," argued Scarlet Witch but Avalanche looked over, and saw that Harry and Spider-Man.

Spider-Man had his hand on the door knob, where he had been rocked by the ground shaking underneath him.

"We'll finish this one later, right now, let's deal with him," said Avalanche.

"Oh no, don't mind me, continue your argument, it's best if you just let your feelings out," said Spider-Man but the Brotherhood stood right across from him. "Right, that didn't work."

Spider-Man braced himself for a fight with the Brotherhood although given the rundown house that they were in, he expected it to crack at any moment.

"Not a good place for a fight scene," said Spider-Man suddenly.

"Especially with me standing right in the crossfire," added Harry under his breath.

"Hey, you should have thought about that, before you stuck your nose in our plans," said Blob, as he stepped forward but sirens echoed outside and then footsteps and yelling to surround the house.

"Ah crap, the MRD!" shouted Toad before he pointed at Spider-Man. "You lead them right here, you traitor!"

"I'm a traitor?" asked Spider-Man. "A, I'm not on your side, so how can I be a traitor and B, you're the nitwits who left a stolen ice cream truck parked right in front of your hideout. How did you think I found you?"

"We've got to get out of here," said Avalanche.

"Yeah, thanks, Mr. Obvious, I didn't really get that fact," grumbled Quicksilver but he bolted out. "Catch you all later."

However a loud thump echoed, as Quicksilver dropped, as the MRD officers rushed inside, from both end, and surrounded the Brotherhood, Harry, and Spider-Man.

"Put your hands on your head, muties, and don't make any funny moves," said the MRD Commander. "We're bringing you in."

"You'll find that kind of hard because your guns won't work," said Scarlet Witch with a strained smile

"What are you talking about, you freak, our guns work..." stated the Commander, but suddenly they were engulfed in energy and they backfired, which sent the MRD officers backwards. Others swarmed in and knocked Harry to the side, causing him to land hard right on ground. He landed hard and felt his wrist shatter. Spider-Man was held back, pushed into a wall as well, as he tried to struggle out.

"Pick up Pietro and get out the back way, all of you, right now," ordered Scarlet Witch but the moment the Brotherhood made their way out of the back door, a wave of energy had dropped the five conscious moments to their knees.

"Slap the inhibitor collars on them," ordered the MRD Commander, as the officers surrounded the downed Brotherhood members.

The inhibitor collars snapped on the Brotherhood and they started screaming out in absolute blood curdling agony. The collars had forced their powers in to them and it was pain beyond anything they had felt.

"Osborn will be pleased how well these work," said the MRD Commander with sadistic glee, as a few of the officers looked uncomfortable but said nothing.

Spider-Man was awakened by the horrific shrieks of the Brotherhood. He caught a glimpse of them being loaded into the back of the MRD van and being driven off. Once the doors were shut, their screams were muffled, although he had heard enough.

_"That's...whatever the Brotherhood did...those collars, they weren't to block powers, they were to use the powers against the target, as pain," thought Spider-Man, who felt repulsed. "That's torture...inhumane, oh Osborn, what have you created? And they'll be back for me."_

"We're get you out of here, get you some medical attention," said Spider-Man as Harry was leaned over, racked with pain but the screams of pain in the distance haunted his mind. Not to mention the nagging doubt that he maybe lead the MRD to the Brotherhood.

X-X-X-X-X

The van that contained the Brotherhood stopped immediately and the MRD officer stepped out, to open up the back of the truck.

"You fools are lucky there is use for you, otherwise I'd let you rot in that MRD jail," said the officer, as he morphed right into Mystique and she took her time unlocking each member of the Brotherhood from the inhibitor collar.

The Brotherhood all stumbled out of the back of the van. They were flushed and sickly, extremely pale, as if in the midst of a really bad bout of the flu.

"Now listen to be very carefully each of you," said Mystique. "I don't know why you thought it was a good idea to kidnap Osborn's spawn and I don't care. But none of you are ever to pull a stupid stunt like that ever again. You could have jeopardized everything with what you did. I'm going to send you to a new safe house and you're going to remain there, until I say so. If I remember, I'll send supplies by once a week and they better last. Especially, the food, Blob."

The Brotherhood all nodded, barely able to stand up. Mystique roughly shoved a piece of paper with directions in the hand of Scarlet Witch, as she leaned against a post to keep herself up.

"I'm not bailing you out again," said Mystique as she stepped into the MRD van, locking all of the doors.

"Wait, how we supposed to get there?" managed Toad.

"You have legs, use them," said Mystique coldly.

"Man what a bitch," muttered Toad as Mystique drove off.

X-X-X-X-X

"Yeah, in hindsight it wasn't a good idea for me to walk off like that, I'll remember that next time so I don't get captured by someone like those Brotherhood people," said Harry, as he winced, a cast on his arm. "They didn't come out too well, I heard those screams, it sounded like they were being tortured."

"Well they didn't really deserve that, did they?" asked Gwen, as she cast a look at Peter, who look still rather shaken.

"Dad wouldn't agree with that," said Harry. "And I'm not finding myself too forgiving of them. Although they got me out of school for the rest of the week."

"Just rest, Harry, and get well soon," said Peter.

"We'll see you later," said Gwen, as they turned to walk out. "Peter..."

"I heard the screams Gwen, I'm not about to forget them," said Peter grimly, as Gwen grabbed his hand. "Norman Osborn created this technology and now...I just don't know."

"You saved the city, that's got to be something," said Gwen.

"Maybe, but I just feel down about what happened today," said Peter.

"I get exactly where you're coming from," said Gwen as she leaned against Peter. "I really tried, to make people listen to reason and make people think that Creed was full of it, but...no one's going to remember it."

"You did well Gwen," said Peter with an encouraging smile. "Awesome in fact, you really might have gotten some people thinking. Creed was behind that little stunt by the way."

"Figures," muttered Gwen solemnly. "I just...people can be so cruel about things they don't understand and...things just have to get better, won't they."

"Gwen, you're really looking at the wrong person for positivity and encouragement," said Peter, but all the same he put his arm around her in a comforting manner. "But...some day they have to see what they're doing is wrong."

_"I'm just scared to death that innocent people are going to get caught in the crossfire," thought Peter._

"So dinner?" suggested Gwen

"Gladly, its been a long day," said Peter in relief, as they walked to the elevator.

X-X-X-X-X

"The Brotherhood escaped, Mr. Osborn, the van that brought them never reached the Mutant Containment Facility."

"Failures like this reflect badly on the effectiveness of the Mutant Response Division," said Norman crisply.

"Sir, I'm sorry..."

"Do not bother to waste my time with your apologies," said Norman as waved his hand dismissively despite the fact the communication was over the radio. In truth, the entire fiasco with the Brotherhood kidnapping his son, and then their subsequent escape presented an opportunity that played right into his hands. "The MRD had the technology, but they had one fatal flaw."

Osborn disrupted the communication.

"A fatal flaw which I intend to correct," said Norman as he turned to call another employee. "Trask!"

"Yes, Mr. Osborn," said Bolivar Trask over the communication.

"I'm sending you the modified specifications on the project we spoke of, your team is to begin developing the program immediately," said Norman. "Is that understood?

"Yes, sir, Mr. Osborn," replied Trask. "We will do so immediately."

"Very well, I'm sending it now," said Osborn as he sent the file, which had the name of "Master Mold."

**And there concludes this story arc. Join us next time for our next arc, Scales of Torment. Coming soon to a computer screen near you.**


	72. Scales of Torment

**Chapter 72: Scales of Torment**

Autumn had arrived in the East with blistering cold winds and massive amounts of rain. At this point, it was a stormy night, the kind of night that lent itself to absolute insanity and horror.

Inside, Peter Parker and Gwen Stacy sat on the floor of Peter's house, alone, given that Peter's Aunt May was still out and likely had been hastened from her trips because of the storm outdoors. The two teens were sitting back and relaxed the couch, an empty pizza box and sodas lying right beside them.

"Bad night out tonight, isn't it?" asked Peter.

"Well, it's not too bad, being right here and all," said Gwen, as she snuggled up against Peter. It was a nice night, for once actually being teenagers/young adults, not having to worry about the specter of anything involving Peter's other identity.

"The best," agreed Peter. Things had rather slowed down over the past month or so, sure you had a mugger or two, the odd scuffle with some loud mouthed Friends of Humanity Protestors, but really all and all it was great.

"You've got some cheese, you know," said Gwen

"Hmmm, Gwen," said Peter.

"From the pizza, on your nose, right there," said Gwen as she tapped Peter right on the cheek. "Here let me get that."

Gwen used her finger to swipe the little bit of cheese and she licked the cheese right off of her finger.

"You know, it gives it a bit of a better taste actually," said Gwen with a smile.

"Gwen, you're being cheesy," said Peter.

"Saying something that is cheesy is the epitome of cheese, Pete," said Gwen as she calmly stood over him.

"Oh is it?" asked Peter.

"Yeah, it is," replied Gwen, as she grabbed Peter, and he allowed her to playfully pin him to the floor. Although to be fair, his girlfriend was deceptively strong, given that she kept herself in good shape. "Are you sure?"

"I don't know, perhaps you're going to have to give me a convincing argument," said Peter, which caused Gwen to giggle.

"You did ask for it," said Gwen, as she kissed Peter as he was pinned down. "How about now?"

"Not quite sure," said Peter and Gwen leaned in with a deeper kiss, which left Peter in a slight daze. "Yeah, maybe, but I'm still not convinced."

"Boy, you're a stubborn one," said Gwen. "I might have to use more effective means of um persuasion."

Their fun was interrupted by a loud thump right outside of Peter's door, and someone knocking which caused them to both be startled.

Both Gwen and Peter remained rigid and stood right up, as Peter took a tentative step right towards the door.

"Hello?" asked Peter.

"Help me, someone help me," rasped a voice from outside of the house.

"Should I?" asked Peter.

"I guess you better," said Gwen, but she braced herself for what might come right through that door and Peter opened it. Gwen startled as a very familiar face just dropped down right on the floor. "Peter...that's...Doctor Connors."

Sure enough Doctor Curt Connors was currently lying on the floor, looking rather disheveled and rather mentally not all there.

_"Connors dropped off the grid after the incident where he turned to the Lizard, no one has really heard from him since, he's gone into hiding," thought Peter. "And now he turns up right at my door step? Well what are the chances of that happen? For anyone else, unlikely. For me, pretty good actually."_

"Please, help me, he's after me, he's after me," rasped Doctor Connors, as Gwen helped Peter pull Connors over to the couch.

"Doctor Connors, this is Peter, Peter Parker, who's after you?" asked Peter.

"Peter, Parker, thank God, I got to the right house, you've got to help me, he's after me," rasped Connors. "The Lizard."

"The Lizard?" questioned Gwen who seem thrown off just slightly by this sudden bit of information but rebounded quickly. "Weren't you...no offense, the Lizard before."

"Yes, and I might be again, I don't know, the antidote, might have failed," managed Doctor Connors as he was handed a glass of water. "Thank you."

"Take a deep breath Doctor Connors, and start slowly," said Peter patiently.

"It started three nights ago, I was working at my lab, I must have dozed off or I thought I did, and then I woke up, in the park, like this," said Connors. "I heard of people whispering, about this beast, that looked like a giant lizard, and my worst fear came true, he's back. He's a part of me. I came to you Peter, because I know if anyone can help me find out the truth, it could be you."

"Take it easy, Doctor Connors, we'll help you, Gwen and I both, trust me," said Peter.

"Yeah, we will," agreed Gwen.

"If I've turned into the monster again, I don't know what," said Doctor Connors in a raspy voice. "I'll take you to my lab, the storm's calming down, we should be able to drive."

"In your condition, no Doctor Connors," said Gwen. "I'll take us, it will be no problem, not all."

"Thank you, and if I've become this thing again...you need to call people, to lock me up," said Connors. "Or if you can't...we're going to have to deal with the situation."

"Not until we know for sure," said Peter as Connors managed to get to his feet.

"How can you be not for sure, Pete, it seems obvious," whispered Gwen so Connors couldn't hear.

"Yeah, too obvious, stop and think about it," said Peter to Gwen who nodded in understanding. "But if it's him..."

"We'll deal with it," said Gwen.

X-X-X-X-X

"Forgive the mess," said Doctor Connors in an apologetic voice, as his legs began to buckle slightly but he stood himself right on his feet, as Peter and Gwen followed him. "After the Lizard, I destroyed all of my notes with the formula, my research, not to have it fall into the wrong hands but now it's back to haunt me."

"It'd really help if we have a sample of your blood and a sample of the formula, to see if their are any similarities," said Peter and Connors frowned.

"I do have the formula right in the only place I feel safe with it," said Connors as he tapped the top of his head. "But the Lizard formula must be disposed of once you're done conducting your experiment."

"We understand, Doctor Connors," said Gwen.

"Yeah we don't need any would be mad scientist getting his hands on the lizard formula and making an entire army of them," said Peter and Connors winced. "We'll get to the bottom of this, maybe there is another explanation?"

"Your optimism is welcomed Peter, but there is only one explanation, the monster is still alive and could come out any time, which means we need to conduct this experiment now," said Connors, as he prepared to get together all of the chemicals. "If the Lizard is alive, we need to put him down, once and for all."

Gwen and Peter shared an uncomfortable look but nodded, as they assisted Doctor Connors.

"My intern isn't here tonight, makes things much easier if there are less witnesses," said Connors. "Good kid, doesn't talk that much, but the company is appreciated. Haven't had much time for socializing, but that's for the best."

"What about your family, Doctor Connors?" asked Peter and Connors suddenly was uncomfortable. "Sorry."

"No, Peter, you couldn't have known," said Connors. "After the Lizard, I filed for a divorce, my wife tried to talk to me out of it, said we could get through this, that I wasn't a monster, but I couldn't risk it happen again. If Spider-Man wasn't there...my son, Billy...I can't even bear to think what happened, I was this close. My son doesn't deserve to have a father that nearly maims him when he turns into a ravenous beast."

"You shut yourself off from your family," said Gwen. "That's really not fair to them."

"It wasn't fair to them that I was foolish enough to use an untested serum on myself," said Connors. "It wasn't fair that I came close, too close, to killing them, maiming them. They told me the same things, everyone did but it's just better this way."

Connors took a deep breath. He feared that if he lost himself too much, he might turn into the Lizard right there.

"Just, I appreciate your help, with this, but we need to focus on the experiment," said Connors and there was no further mention of the uncomfortable turn that the life of Doctor Curt Connors had taken and the shattered relationship with his wife and son. "I should have the formula created in a moment, and then you can test it and if worse comes to worse...I know what I have to do."

Perhaps it was Peter's imagination, but he saw Connors eye a filing cabinet right beside him.

After a few moments, the formula was created and Connors extracted a sample of his blood.

"We'll know in a moment what the truth is," said Connors as he braced himself the worst.

"Right, let's see what we got here," said Gwen as she and Peter took a look, with Connors looking. "This is a bit beyond our studies, but you have trace amounts of the formula in your blood stream."

"He does, but not enough to force a transformation and the trace elements are weak, only matching the formula to the most base level," continued Peter. "Gwen, Doctor Connors, do you see what I see?"

"What is it?" asked Gwen curiously.

"Perhaps it's just me, but it appears that someone is drugging you, Doctor Connors," said Peter and Connors looked forward.

"It might be," said Connors who seemed relieved that the Lizard did not rear his ugly head. "But if I didn't do it, the attacks, and everything, how could this be possible?"

"Someone wanted to make you think it was possible," said Peter. "You mentioned someone about an intern..."

"What Carlos?" asked Doctor Connors. "I told you, he's a quiet kid, really doesn't say much, he has a scientific curiosity however, in fact, he's right outside of my office door right now."

A young man, who appeared to be maybe a couple of years older than Peter and Gwen knocked on the door.

"Doctor Connors, are you in here, I think I left my wallet in here," said Carlos as Connors walked over, to let him inside.

"Of course, Carlos, this is Peter Parker, Gwen Stacy, they're helping me with something, an experiment," said Doctor Connors.

"Does it involve Lizard DNA?" asked Carlos, a hungry look appearing in his eye.

"Yes...but how did you know?" asked Doctor Connors, but Peter rounded about Carlos.

"Yeah, how would you know?" asked Peter suddenly.

"I know many things, Mr. Parker," said Carlos as his vaguely hispanic accent switched into a Russian accent, when suddenly the spider sense went off but immediately, Gwen, Peter, and Doctor Connors felt light headed.

"Gas," gasped Peter.

"Of course," said "Carlos" who carefully picked up the vial and held it in his hand, as he turned, to revert into a more natural form.

The Chameleon looked down at the three unconscious figures on the floor, satisfied with his results, as he walked off, with the Lizard formula in his hand.

X-X-X-X-X

"Gwen?" muttered Peter what seemed to him to be moments later. He struggled to get back to his feet.

"What happened?" slurred Gwen as she came back to her senses.

"The Chameleon happened," managed Peter. "He posed as the intern, and he wanted the Lizard formula, he drugged Doctor Connors and made him think that he was reverting back into the Lizard."

"But what about the attack?" asked Gwen. "Unless Chameleon made it only look like the Lizard attacked or something."

"Maybe," suggested Peter, who was still trying to piece that little bit together. "Connors is still out, he got the worst of it. I've got to find the Chameleon, whatever he's using that formula for, it can't be good."

"How can you find him when he can take on any face?" asked Gwen.

"He couldn't have gone far," said Peter swiftly. "Look after Doctor Connors, I have a couple of ideas where Chameleon might be holed up."

_"And if my hunch is right, I've got to move quickly, because he won't be holed up there for long," thought Peter._

X-X-X-X-X

The Chameleon looked at the formula in his hand, impressed.

"Weeks I had waited, posing as some meek intern," said Chameleon to himself. "When Sergei told me the tale of the giant lizard creature he hunted, I was skeptical but at the same time fascinated. Connors was a fool trying to bury the formula. Now I have in my hands something that many will pay a great sum for. HYDRA, AIM, Doctor Doom, or anyone else, I have in my hands the formula to create dangerous lizard creatures, which they can control."

"You know, talking out loud when no one else is there, may be a sign of insanity," said a voice, and Spider-Man hung upside down right above the Chameleon.

"Spider-Man, but how?" asked Chameleon as Spider-Man dove down. "No matter, I will deal with you once and for all."

Spider-Man dodged the attack of the Chameleon but turned around, right into a palm thrust and was flipped right onto his back, as Chameleon pulled out a knife and dove but Spider-Man blocked it with his feet and kicked Chameleon back.

_"Stay sharp Spidey, this guy's been at large for over fifty years, he's got the experience, the skills, the genetic enhancements, SHIELD couldn't even hold him," thought Spider-Man as he webbed a dagger and propelled it right back down from the Chameleon._

Spider-Man shot a line of webbing but Chameleon dodged at the speed and ended up right behind Spider-Man and smashed his fist right in his back staggering the web slinger.

"You have improved since our last battle, Spider-Man," said Chameleon, as Spider-Man swept the legs out from underneath the Chameleon but Chameleon kipped up and began firing a laser blaster. "But you can't hope to win."

"No, no matter what, I'm not giving up," replied Spider-Man as he continued to circle Chameleon as the two continued their battle. Spider-Man felt slightly winded but the Chameleon looked to be just getting warmed up, so Spider-Man pushed himself forward.

The two foes attempted to punch each other but Chameleon nailed Spider-Man with a clubbing blow right to the back of the head. Spider-Man landed right to the ground and Chameleon pulled out a gun, as he pointed it right at Spider-Man's hand, but in a flash, the web slinger kicked the gun right into the air before he managed to pull the trigger.

Kick dodged, punch blocked and Spider-Man rolled out of the way of a knife that was aimed right between his ribs. With a swift movement, Chameleon slid underneath a table.

"It seems we have reached a stalemate," said Chameleon but Spider-Man landed right on the table, but as he did, Chameleon dodged down and grabbed his ankles, before he slammed Spider-Man and wrapped one hand around his throat, to choke the air out of him. "Let's see what you look like under that mask."

Spider-Man struggled, against the grip. He could either save his mask and get choked out, unmasked and executed anyway, or block the choke. With all of his strength, Spider-Man knocked Chameleon off, as his mask tore off right in the Chameleon's hand.

Immediately, Spider-Man ducked underneath the table.

"Now, don't be rude, face to face, Spider-Man," said Chameleon, as he managed to kick Spider-Man in the ribs, to take advantage, as grabbed his hands, before roughly prying them off, despite Spider-Man's best struggles.

Spider-Man kicked off and landed, but Chameleon braced himself, before he bounced back off and stood face to face with Peter Parker.

_"This can't be happening," thought Peter as he felt a chill, his breathing hitched as one of his most deadly enemies stared in his face, in recognition. "No, no, please wake up, I'm going to wake up...I'm not going to wake up, am I?"_

"I should have known," said Chameleon with a chuckle. "Peter Parker is Spider-Man."

"So I guess the game's up," said Peter as he pulled himself right above his enemy, and kicked him right in the side of the head a little bit more forcefully than he would normally. "You know my identity."

"What are you going to do, kill me?" taunted Chameleon as he flipped Peter right onto his stomach and placed a knife right to the back of his neck. "No, I know you, hero, you would never do something like that. Even if you had no choice. But don't worry yourself, I won't tell a soul. Unless the price is right. The Lizard Formula was an admirable bonus but I have gotten a treasure that many of your enemies would sign over every dollar of their bank account. The secret identity of Spider-Man."

Peter pushed off and pulled Chameleon's knife out of his hand, before he punched him right in the face. Chameleon staggered and a tooth loosened but he shrugged it off, before he nailed Peter right in the chest and threw himself right into the air, where he reached right into a briefcase underneath the table and pulled the pin from a grenade.

Chameleon threw the grenade into the air but Peter webbed around and threw it up into the air. A loud explosion echoed and the room caved in, to bury both in debris.

A few seconds later, Peter Parker pulled himself out of the rubble, as he picked up the Spider-Man mask that laid to the side of the room.

X-X-X-X-X

Back in the Lab, Gwen sat, as she waited. It had been a couple of hours when Peter had chased off after the Chameleon and the Doctor Connors was in his lab, sleeping off the stress, but rather relieved that he was not the Lizard.

A click of the door had brought Gwen out of her thoughts and the door swung open, to reveal Peter walking in.

"Peter!" shouted Gwen in relief.

"The Chameleon got away," said Peter in a grim voice, and Gwen looked at him, taken off guard, but Peter turned his head. "It's not here...he must have taken it before...its gone."

Peter stepped forward and looked at Gwen.

"Where's Connors?" asked Peter roughly. "I need to talk to him, now."

"In his office," said Gwen with a frown, as she looked at Peter. The way he was talking, his walk, his movements, it was all off, it was all wrong.

It was not him. She could tell.

Gwen reached on the side of the table, seeing a spray can, some kind of cleaner or maybe mace or bug spray, she couldn't really tell, as Peter walked over to the door.

"Peter, there's one more thing I need to tell you about Connors," said Gwen in a slightly frantic voice.

"What?" snapped "Peter" as he spun around and got sprayed right in the eyes by Gwen. "HOW DARE YOU?"

Gwen dodged as "Peter" tried to hit her but he was blinded. She could tell by the Russian accent that her hunch was right. She was kind of glad, even though she felt she should have been able to easily tell her boyfriend from an imposter after all they've been through.

"What kind of idiot do you think I am, thinking that I wouldn't recognize you?" asked Gwen, but she made her way to the exit. She knew her limits.

"The kind of idiot who is going to be dead," said The Chameleon, as he wiped his eyes. One was all red and blotchy but he could see, recognizing this girl as one of the two had had meddled in his plan to frame and kidnap Peter Parker all those months ago. "My enhancements will repair this damage in time but nothing will repair the damage I do to."

Before the Chameleon could go after further, Spider-Man, covered in dirt and pieces of rocks, swung in through the window, with a worn battered mask, kicked Chameleon right in the face and sent him flying right into the back of the table.

_"Spare mask, never leave home without it," thought Spider-Man. "And I just kind of kicked myself in the face."_

"So you're not buried alive," said Chameleon, who still wore the face of Peter Parker. "Give me the Lizard Formula."

"What this?' asked Spider-Man, as he held the dusty vial. "Then you give me back my face, you're getting it ugly!"

It was quite the surreal sight to see Peter Parker and Spider-Man circling each other for battle. Chameleon pulled out a knife and faced Spider-Man.

_"Just how many knives does this guy have?" thought Spider-Man as he dodged that attack, taking care to keep the Chameleon away from Gwen so she could not be used as a hostage._

"I'll cut that insolent tongue out of you," said Chameleon as he held the knife and dove.

"Please, I like my insolent tongue," retorted Spider-Man as he disarmed the Chameleon. "Just how many times I am going to have to take your toys away from you?"

Chameleon kicked Spider-Man and grabbed the vial, before he made his way towards the open window.

"I have what I want," said Chameleon, as he climbed right out of the window and dropped out with the formula.

"Are you okay?" asked Gwen as Spider-Man shook his head.

"Other than the fact that knows my identity and now has a really dangerous formula, fine, but I can still get him," said Spider-Man as he swung out the window.

Gwen decided to take a peak right at Doctor Connors and opened his office door but her eyes widened slightly, when he was gone and a large hole right right in the back of his office, with very lizard like foot prints right in the mud in the rain.

"Oh shit," cursed Gwen, realizing their calculations with how Connors would be unable to turn into the Lizard might be off.

X-X-X-X-X

Finding the Chameleon in the middle of a rain storm was rather hard to do but Spider-Man had to try. He turned out and saw a crowd of people who had questioned their sanity of going out in the rain during such a storm.

_"If he reaches the subway station, I'll never catch him," thought Spider-Man as he looked down._

He suddenly turned to a smiling and innocent looking little girl, and immediately, Spider-Man turned around and punched the little girl right in the face and knocked her backwards.

"You'll pay for that web slinger," said the little girl in a Russian accent, but she turned back into the Chameleon and began to blast at Spider-Man with his weapon but Spider-Man dodged the attacks.

"A little strapped for cash, mind if I use plastic," quipped Spider-Man as he swung upwards, and the battle continued into the subway station but a loud bestial and rather familiar growl was heard.

_"Oh no," thought Spider-Man, as he braced himself._

The Lizard jumped right out and knocked the Chameleon backwards, before he swung its tail and knocked Spider-Man into the wall.

"You!" growled the Lizard as he sent spit everywhere and jumped up, and tried to snap Spider-Man's head off. Thankfully the wall crawler avoided it. "Die!"

Chameleon got right back up to his feet and Lizard also tried to lunge out at him, as Spider-Man caught his breath, before Chameleon dodged the Lizard but once again Chameleon removed a tranquilizer gun and shot the Lizard. That merely slowed the beast down.

"Remarkable," muttered Chameleon. "Excuse me, Spider-Man for cutting this short, but I have to catch a train."

"Oh know you don't," said Spider-Man as Chameleon held onto the side of the train but Spider-Man webbed into the back of it before he flipped himself up and knocked Chameleon right off into the side.

The Lizard jumped right back up, and knocked both Spider-Man and Chameleon down.

"Doctor Connors listen to me, I know you're in there somewhere," said Spider-Man.

"No Connors!" growled the Lizard, as he grabbed Spider-Man and tried to tear him in half. "ONLY ME!"

"Snap out of it!" yelled Spider-Man as he kicked off and knocked the Lizard back, before he webbed his hands together but the Lizard tore through the webbing like it was tissue paper.

Chameleon smirked as he held his gun.

"Good bye," said Chameleon as he pulled the trigger and blasted the ceiling right from on top of Spider-Man and Lizard, but Lizard jumped right into the air and knocked Chameleon back, to send the vial flying out of his hand.

Chameleon watched in horror as the vial slid right behind a wall, right beneath the subway station, lost forever. The Lizard turned and suddenly slowly shook something off, giving a pained growl. Two forces tugged at his mind.

Spider-Man found himself laying on the ground, ankle trapped under a large piece of debris. Fatigued from the battle he tried to push it off. His shoulder was slightly sore from the fight and with one arm, he was only half as successful.

_"No," thought Spider-Man as he heard an incoming train. "Come on, you only have a few seconds, you've lifted worse."_

The Lizard sprung out right over Spider-Man and Spider-Man looked on in horror, but the Lizard lifted the debris off of Spider-Man's ankle and threw him safely away. A look of internal struggle appeared on his face.

"Tell my family that I love them," said the Lizard, sounding mostly like Curt Connors.

"Doctor Connors, no!" shouted Spider-Man as he the subway train had smashed right into the Lizard. Spider-Man could not see what exactly happened, it had happened so fast. He felt numb with shock. "I can't believe...this is...no."

The Lizard was gone. And so was Curt Connors.

X-X-X-X-X

"Connors said that if the Lizard did come back, he would have to be dealt with," said Peter somberly the next day, as he stood outside of the subway station, where he had fought the Lizard and the Chameleon. The Chameleon had disappeared into the night, which Peter gave up the ghost. "And he lived up to his promise...I just wish we would have done something. I thought he was safe."

"Peter, this isn't..." stated Gwen but she trailed off, wrapping her arms around Peter, slightly leaning towards him. "Both of us did kind of mess up by misreading the formula. Is there any chance that he might still be..."

"A small one but it's obvious that he intended to take down the Lizard for all," said Peter. "No body has been found, lizard or human. But he got hit hard by that train. Just like he intended to, I think"

Peter sighed as he looked right down.

"I don't know, I'm not sure we'll ever known," sighed Peter. Last night had started so nice but by the next morning, everything had turned grim. "But...in all of this, the Chameleon he knows who I am."

There was a rather uncomfortable and somber moment right there.

"What are you going to do?" asked Gwen.

"I don't know, what can I do?" asked Peter frustrated. "He did say that he'll hang onto that secret, until the price is right. So I don't know when that will happen."

_"But I can't feel sorry for myself at least not right now, Doctor Connors, he was a good man, who made one mistake that haunted him, and he couldn't handle it, but in the end, he saved my life, to the cost of his," thought Peter. "Some people just don't get a happy ending."_

**Join Us Next Time, for AIM for Conquest, featuring Spider-Man and Iron Man teaming up to fight AIM and unravel the extent of their partnership with the Master Planner.**


	73. AIM For Conquest

**Chapter 73: AIM for Conquest**

Over the New York City streets in the dead of the night, Spider-Man stood on a ledge perched, as the crisp October breeze blew right in the air.

_"Bad night to be out, but I have a lead, the Master Planner, he's kept away from me for months and months," thought Spider-Man. "And after I ran up with a couple of his thugs, one of them spilled the beans. There's supposed to be a big deal going on here. There's someone, I better move."_

Spider-Man the next moment swung right down, and landed right on the ground and there were a trio of individuals in masked who walked forward. The wall crawler climbed up, as a figure in a trench coat.

"You've got the goods," muttered one of the thugs.

"If you've got the cash," said the figure in a trenchcoat with a smirk.

Before Spider-Man could move right in, the windows from above shattered and he saw a figure in powered armor enter.

"Iron Man!" shouted one of the thugs.

"That's right now I understand you three have stolen something that belongs to Stark Industries," said Iron Man as he held his hands up.

"Ah, Iron Man, so very nice to see you again, I've been looking forward to this rematch," said the trench coat and two electric whips lashed right at him, but Iron Man dodged them.

"Whiplash!" shouted Iron Man as he turned to fight the foe, who was named Whiplash. "You're the one who's been behind all of these thefts?"

"No, but I'm about as close as you're going to get to the man in charge, because I'm shutting you down tonight, hero," said Whiplash, as he shot his electric whips right towards Iron Man who dodged them. "I've been upgraded, your little toy can't out run me forever."

Whiplash cracked Iron Man right in the shoulder of his armor, damaging it very slightly and Spider-Man immediately swung right in the battle and kicked Whiplash right in the face.

"What?" grunted Whiplash. "Spider-Man?"

"Ah, you've heard of me, I'm touched," said Spider-Man and Whiplash tried to nail Spider-Man but his spider agility had managed to have him able to avoid the attacks.

"This is none of your concern, web slinger!" cried Whiplash as Spider-Man rolled and pivoted underneath the attacks, and managed to cause Whiplash to take out his own whips. The sparks flew in the air and he was sent staggering right backwards.

Iron Man blasted Whiplash right in the chest and knocked him right into a stack of boxes and sliced his whips completely off. The three thugs dove right at Spider-Man and dodged the attacks, before he disabled them and webbed them right up in little time.

"Spider-Man," said Iron Man cordially as he looked at the downed figures and Whiplash who was knocked out and disabled.

"One of yours, I take it?" asked Spider-Man.

"Funnily enough, it seems like ever since I put on the armor, they kept popping up out of the wood work," said Iron Man.

"Yeah, they'll do that," said Spider-Man with a knowing nod. "So what brings you around this around this neck of the woods."

"Those thieves stole technology from a shipment to Stark Industries," said Iron Man as he held the case and popped it open. "These babies will lighten the load of anything by ten times."

"Would make pulling a heist easy," muttered Spider-Man.

"Precisely why they are after it," said Iron Man as he looked at them. "So, what exactly did bring you here?"

"I got a lead about these three working for someone called the Master Planner, he's a would be crime boss who uses technology and he's working on something, something big," explained Spider-Man. "Obviously the long term type, I've been after him since this past summer and nothing."

"The Master Planner," muttered Iron Man. "Whoever he is, I got a feeling that he's working with someone else."

"Well if you've got ideas, feel free to share them," said Spider-Man.

"Whoever he is, whatever he's got planned, he's got my attention now, no matter who he's working with," said Iron Man. "This heist, was something big. Whiplash said as much that he was a go between."

Iron Man picked up the case rather easily.

"Should be no problem tracking them down, now that you've got my help," said Iron Man as he looked at Spider-Man. "I'll be able to properly trace anything that they've stolen and with any luck, you won't have to deal with this Master Planner and get your hands dirty. Well too much."

"Yeah, well I've just about cracked the case, so thanks Iron Man but I can handle this," said Spider-Man.

"Trust me, if he does have some of Stark Tech, you might be way over your head," said Iron Man as he looks right at Spider-Man. "You might be capable against petty thugs and I appreciate your help with Whiplash but you caught him off guard."

On a ledge right above them, a figure dressed in yellow was above them, with a scanner device.

"Scanning Iron Man suit, error, scan blocked, security protocols locked out any scan, need direct link to scan," muttered the man from above but suddenly, Spider-Man looked right above him.

"Hey, there's someone up there!" yelled Spider-Man as he tried to scale right up of the wall right at him but the figure made a break for it.

Iron Man followed, as the figure made his way out of the window, with Spider-Man right after him. As he looked up, he was face to well laser, with a giant floating pod right in the air right above them which turned and began to fire lasers right at Iron Man and Spider-Man who dodged the attack. Iron Man tried to take out the pod but a force field appeared right around them and blasted right off, before it appeared to disappear into the night.

"That guy, he was watching us, I saw he had some kind of scanner device," said Spider-Man.

"Advanced Idea Mechanics, or AIM," said Iron Man, as he turned to see if he could pick up any hint to where his mystery man went. "This isn't the first time our paths have crossed recently."

"Yeah, I've dealt with them or at least someone after their work," said Spider-Man. "Morally dubious company from what I've heard..."

"Morally dubious yeah, but none of their work, is their work," said Iron Man grimly. "They are tech thieves at the highest, co-opting good technology for bad purposes and if they're working with this Master Planner guy, whatever he has planned, cannot do any good. Whatever they're after, they won't get it, I'll make sure of that."

Without another word, Iron Man blasted off.

_"He's right about one thing, if these AIM people are involved, then the Master Planner could have access to some rather nasty technology," thought Spider-Man as he just shook his head. "That hover pod, disappeared without a trace. No need losing any sleep over it right now. There's time to worry about it right in the morning, I need to get home, get a few hours of sleep right before school."_

X-X-X-X-X

"I failed to get the scan of the Iron Man armor," said the AIM Scientist. "Stark has upgraded the armor, our most powerful scanner cannot penetrate the security protocols."

"I had calculated that would be the most logical result of your attempts but we now have official data that we need to capture Iron Man and bring him for more detail scan, even if it is at the cost of destroying the armor and its wearer in the process," said an ominous figure in a creepy monotone, casting the shadow of a large head.

"What about Spider-Man?" asked the AIM Scientist.

"It has been deduced this his threat level is minimal and a base annoyance at most," said the figure, detached and emotionless. "Should he get in our way, he will have to be assassinated."

X-X-X-X-X

"So my guidance counselor told me that living off of my Dad's money was not a responsible career choice, can you believe that?" asked Harry as he sat in the cafeteria the next day with Peter, Gwen, and Mary Jane. "Seriously, this entire college thing, it's just all partying anyway, so why do I need to have to go to class?"

"It's far more than that, Harry," said Gwen as she shook her head.

"Doesn't seem to be like that though with half of the people these days," inputted Mary Jane. "But hey, it'll will be a blast, it's just like high school, only we're technically adults."

"Well it has just as much drama," said Harry but Peter looked. "Hey, Pete, you could get into any college of your choice, with your brains, couldn't you?"

"Not without a scholarship I could," said Peter, not happy that particular touchy subject got brought up again.

"Yeah that's unfair, top grades, and you can't get anything, when half of the football team got a free ride because...apparently sports are far more important for school than actually education," said Gwen as she looked at Peter who looked depressed. "Which is completely and utterly unfair."

"God bless the educational system," said Mary Jane. "With their backwards priorities and all that."

Peter just sat there. With all of the concerns on his mind, the most frustrating seemed to be his college dilemma. The Friends of Humanity, the Chameleon knowing he was Spider-Man, the Master Planner, all were problems but they were problems that he could easier deal with, then to defeat the system.

"So, my father decided to skip out of town for this weekend, so I was thinking maybe we can actually all hang out for a change outside of this prison or in public where we'll be bothered by those Friends of Humanity goofballs," said Harry.

"Cool, that would be great," said Mary Jane.

"Yeah we'll be there," said Gwen.

"How about you Pete, actually going to show up for once?" asked Harry.

"Oh yeah of course, it might be nice to have a nice little night, to hang out and to rather have fun," said Peter in a distracted manner.

"Awesome, stop by at at about 6:00 PM," said Harry.

X-X-X-X-X

At Stark Industries, Tony Stark was busy at work. For those who thought that he was just a lazy guy who lived behind his billions, they would surprised to see Stark at work. The fact that there was one shipment with items missing caused him to go completely back through the last six months worth of shipments from Stark and try and piece together everything.

"Just as I thought," muttered Tony as he looked at them. "They have been co-opting bits and pieces of my technology. Just enough where an untrained eye might think that they've got lost in the shipment. Once, maybe, but these many times are a coincidence. But whatever they're after, it doesn't seem to be consistent, there is no pattern."

Tony looked at everything.

"I've got to bait a trap for them," said Tony, as he prepared to send to "leak" a press release about his latest shipment within the next couple of days.

X-X-X-X-X

The entire world had read about the shipment of the newest and greatest Iron Man armor upgrade being shipped in to Stark Industries in New York, being ten times more resilient and it using ten times less power output.

"Stark's lost his mind, hasn't he?" asked Gwen in disbelief as she looked at the paper with Peter the day that it came out.

"Well, Tony Stark, the man has a brilliant mind but common sense, I don't think anyone's gotten the impression that is his forte," said Peter frowning as he looked at it. "You better believe AIM is going to be all over this."

"So?" asked Gwen, as she braced herself for it.

"And Spider-Man will be right there," said Peter. "Iron Man doesn't think I can handle these AIM people."

"Peter, let me just tell you that I love you and thus have the utmost confidence of you in the world, but...Iron Man has dealt with these guys," said Gwen, as she clutched his hand.

"Gwen, you don't really think that I don't have somewhat of a plan with this, don't you?" asked Peter. "I have an idea and if AIM can lead me to the Master Planner and his mysterious master plan, we'll wrap this up."

Gwen nodded. Peter had been kind of obsessed with the entire Master Planner thing over the past number of months and she would be happy for him if he finally cracked his most tiring and frustrating case as Spider-Man.

X-X-X-X-X

The sun had gone down, as a shipment truck was out, with two armored guard. Inside, there was a suit of armor right inside a sealed containment unit. As the truck began transit, a large pod appeared right out of the air and blew a large hole right in the street. The truck stopped, as a trio of AIM agents descending.

"We claim this technology for AIM!" shouted one of the scientists, as Spider-Man was perched upside down from the ledge of a building in the distance, as he watched the AIM scientists knock the driver and his passenger out.

_"Wait for it," thought Spider-Man as he saw the pod float into the distance and one of the AIM Scientist use a remote control device, before his close dissolved and shifted into an exact replica of the Stark Industries security guard. Immediately, the disguised scientist entered the truck and Spider-Man swiftly, and carefully found his way on top of the truck._

X-X-X-X-X

Inside the armored suit, Tony Stark waited, with a smirk. Everything had gone by as he had planned and now the AIM agents would take him to their place. Then he would be able to get some payback on what they did.

X-X-X-X-X

AIM arrived with a loud thud right outside of the abandoned garage that they used for their hideout. The disguised scientist and a group of half of a dozen more unloaded the truck, to roll out the case with the stationary Iron Man armor. They looked anxious as the door opened, to reveal several odds and ends, technology that belonged to many other companies, that had been liberated by AIM, and utilized for their full potential.

"You have the package," said the detached voice from the shadows.

"We do, no trouble at all," said scientist.

"As I expected and also as I expected, the lack of trouble you have encountered was designed to be a ruse to entrap us by our enemy," said the voice in monotone. "Isn't that correct, Iron Man?"

Iron Man at that moment blasted through his own containment unit, but found himself trapped in a blue field. He recognized it immediately as another invention that went missing and in the hands of these renegade scientists.

"An invention that can shield computers from sustaining damage during magnetic discharges," said the voice. "It can also stop you flat in your tracks and make sure that anyone wearing a powered suit of armor does not lay so much as a finger on me or any of my employers."

"You won't get away with this," managed Iron Man.

"An expected response from you, Iron Man, but you will find that your ruse has been turned around you, you have delivered your technology right into my hands and you'll get the scan that I need," said the detached voice. "You will not impede my process, science is meant to be the sole domain and AIM shall seek to control each and all of its benefits. While my benefactor only wants the arc reactor technology that powers the armor, AIM will be allowed to keep the rest of the specifications for future use."

Iron Man moved right over to a large device, with two wires pulled out.

"Overload discharge," muttered Iron Man and he blasted backwards, and he managed to break free, causing him to get over the pull of the field which had entrapped him.

"Stop him, he must not be allowed to escape," said the detached voice, as the the thugs on the floor pulled out miniature cannons and sent beams of yellow light, which Iron Man ducked and dodged. At that time.

"I'll take those," said Spider-Man from above as he shot two lines of webbing to two of the AIM Scientists, before he yanked the guns out of their heads. The two AIM scientists rushed Spider-Man but they were not fighters without their weapons, so Spider-Man narrowly took them out. The Web Slinger rolled underneath the blast and dodged it, ducking and weaving. "Careful with that thing, you'll shoot your eye out, kid."

"I had this handled," said Iron Man as he barely dodged and a second shot almost dinged his armor.

"Yeah, handled real well," dead panned Spider-Man as he pivoted in the air, bounced off off of the head of an AIM Scientist to kick another scientist right in the face, and Spider-Man then webbed them right together.

"Failure is an illogical outcome, proceeding fail safe plan right now," said the detached voice and a large electrified net shot around Iron Man. Iron Man tried to break out, but a pulse from it had began to shot down his armor and he dropped down, absolutely unable to move. "By my calculations, your system will not reboot for fifteen minutes, more than sufficient time to obtain a scan of the technology needed."

Spider-Man was shot with wires that wrapped around his hands and his wrist and he was pinned to the ground.

"Hey, this...I can't move," stated Spider-Man.

"I have sufficiently prepared for your potential interference Spider-Man, this weapon has been calibrated to hold anyone with the genetic proportional strength of an arachnid," said the detached voice.

"I figured as much," said Spider-Man, who had calculated a way to escape, as Iron Man was being hooked to a machine. Likely the man who was inside was awake but the armor was shut down. "Just who are you anyway you psychopath?"

"Out of a courtesy, I will allow myself to face you so you can see who precisely is killing you," said the detached figure, who appeared out of the shadows. It was a grotesque looking sight, a pale individual with a large head and glowing red eyes, dressed with yellow head gear around the head. "You could not begin to comprehend what precisely I am, Spider-Man."

"A giant floating kumquat?" managed Spider-Man.

"I am the ultimate personification of all thing science, purged of all of the petty emotional responses that limit the aptitude of humanity,' said the figure, voice still detached and as he said, devoid of the slightest bit of emotion. "I am the Mental Organism Designed Only for Conquest or as those with more simple minds may call me, MODOC."

"Yeah well with that big ego, that explains the giant head," said Spider-Man in complete seriousness. "Seriously, that thing could block out the sun if you're not careful."

"Your witty banter is merely a defense mechanism to shield a tortured and tormented soul, that much I have calculated based on the data I have obtained on you" said MODOC coldly. "You are not dealing with one of your normal enemies Spider-Man. You are dealing with someone who is bound only by logic, only by glory, only by the power of science."

MODOC turned as the armor was scanned and Iron Man struggled, pained.

"There is an eighty percent probability that the organic inside the armor will be obliterated," said MODOC, uncaring. "There is a one hundred percent probability that should this scan process not kill the organic, than we will put him down in the interest of science for he is too dangerous to be allowed to live."

_"Got to help Iron Man before that guy kills him and likely me," thought Spider-Man. "They've thought of everything right now, these guys are good."_

"Anything of value will be processed with the source material scrapped," said MODOC. "There is a certain amount of scientific curiosity based upon your unique abilities Spider-Man. Such abilities should be replicated by a being such as myself and not wasted on foolish heroics."

Spider-Man tried to shift his way.

"It is futile to escape, I have accounted for every single logical escape," said MODOC.

"You have not accounted for one thing," managed Spider-Man.

"What, I fail to see the logic of my failure to compensate for every logical outcome," said MODOC.

"You can never account for creativity," said Spider-Man and immediately he cracked his arms, which caused the AIM Scientists to loose, as he slid right around and slid right into the side of the machine that contained Iron Man. The magnetic field around Iron Man caused a discharge that caused them to loosen their grips and Spider-Man released himself. He swiftly knocked out the AIM scientists one at a time. "Alright, ugly, now you and me, face to...your giant head."

"You cannot hope to defeat me," said MODOC.

"Yeah with your stumpy arms, I doubt you'd be much good in a fight," said Spider-Man as he moved on but he got nailed by a bolt of mental energy.

"Your infantile mind is no match for the supreme mind of scientific mastery that is MODOC," said MODOC evenly in absolutely monotone. "I will tear your mind and any potentially useful knowledge to shreds."

Spider-Man found himself on his knees, eyes watering, as felt MODOC shift through his mind and it hurt like hell.

_"I got maybe a couple of minutes before...I'm turned into...I can't defeat this guy, he is powerful, his mind, strong, perhaps too strong, perhaps too logical," thought Spider-Man. "I've never done this before, but I've got to try, to force it, the backlash might boot him out of my head."_

Immediately, MODOC was caught off guard by a loud blast. Spider-Man nearly collapsed, as his spider sense had finally went off, forced as it was, which managed to drive MODOC from his mind. Yet it took every bit of his will power to fight it off.

"You blocked my attacks, impossible, mental attacks down, repairs, approximately seven minutes and thirty nine seconds, subdue Spider-Man," said MODOC, as the AIM Scientists began to blast at Spider-Man but Spider-Man propelled himself right into the air.

"Scan, eight four percent complete," said the scanner as Iron Man tried to struggle.

"Just hang in there Iron Man, I got an idea," said Spider-Man as he ran up the wall, before he flipped right behind them and jumped right down, before he propelled lines of webbing right out from him and wrapped them around and the weapons crashed right to the ground. He propelled himself right in front of the control panel. "Or maybe not."

"Scan, ninety five percent complete," said the computer.

"Blue button, then green switch third from the right," managed Iron Man in between bouts of pain.

"Right," said Spider-Man as he did as he was told, with the only hiccup the goon that he elbowed him right to the face.

"Scan ninety nine percent complete, aborted, transferring scanned data to drive right now," said Spider-Man as he helped Iron Man.

"I have vocal, which means my suit systems should be booted back up in ninety seconds," offered Iron Man. "Think you can keep them busy."

"No sweat," said Spider-Man as he propelled himself but nearly got nailed by a bolt of red light that obliterated a crate right behind him. "Okay, maybe a little bit of sweat, but that's all in the name of the game."

Spider-Man dodged the attacks. With a swift move, he managed to disable three of the scientists and their weapons in one shot.

"My systems have reached repair and now this time, there is no room for error, all probabilities will be calculated," said MODOC coldly. "You were foolish to think that anything could stand up to the might of me. I have been programmed for conquest. I have been programmed for science. I am your superior and I shall...AHHH!"

A repulsor blast nailed MODOC right in the face and caused the twisted creation to spiral out of control. Iron Man stood up.

"Systems completely restored and not a moment too soon," said Iron Man. "Was getting sick and tired of hearing him ramble about science. Kind of wish he would just get it over with and marry it."

The AIM Scientists moved in but Spider-Man hung from the ceiling above them and knocked their heads together.

"No, not probable, not possible, you shall not defeat me, for I am the supreme being of all science," said MODOC.

"Yeah well there's a hundred percent probability of me kicking you in the face," said Spider-Man as he swung in and nailed MODOC with both feet.

MODOC found himself facing both Iron Man and Spider-Man.

"Activate base self destruct protocols, one minute, forty seven seconds, time enough for heroes to either escape or subdue me at peril to their lives," said MODOC.

"Oh you've got to be kidding me," said Spider-Man.

"Something tells me he very much isn't kidding," said Iron Man, as an escape pod began to blast off and began blasting at Iron Man and Spider-Man. "We've got to get out of here."

"Yeah, I figured that much," said Spider-Man as he swung out, with MODOC having escaped with the remaining scientists escaping in their own ways, but there was no care if everyone escaped on the park of the AIM Agents.

A blinding flash of white light enveloped the building as Spider-Man and Iron Man escaped and the base appeared to swallow itself.

"He collapsed the molecules within themselves, likely sending them into a pocket universe," said Iron Man. "At least that's what I think he did."

"Likely so he could retrieve it later," muttered Spider-Man. "I just wish he hadn't escaped with the specs for your armor, I mean it was all brand new and all."

"Oh this thing, well the funny thing about this, is this is the original prototype with a different paint job and with most of the bugs worked out," said Iron Man. "He didn't get any new features, nothing important, except for the arc reactor technology that powers it...which is what he wanted. He didn't quite complete his scan, which means there's something that he didn't get."

Spider-Man nodded.

"Look, I'm man enough, to say that I was wrong, you did handle yourself back there," said Iron Man as he looked at Spider-Man. "And not one scrap of technology as well."

"Well some of us don't have the resources to make an overpowered suit of armor, so we have to make do with our wits," said Spider-Man but he just sat down, nursing a slight headache. "Of course, sometimes thinking does hurt. And no closer to finding the Master Planner."

"You'll find him, I've got to get back, to report, maybe I can find what exactly this guy plans to do with the technology," said Iron Man as he flew off right into the night.

_"And now I got to get home," thought Spider-Man. "Left out in the middle of nowhere. Thanks a lot, Iron Man."_

X-X-X-X-X

_"No closer to defeating the Master Planner, no closer to figuring out what his master plan is, no closer to figuring out what all of this technology is being used for," thought Peter. "But really can't obsess over that right now. Time to do the Peter Parker thing. Man, Harry is going to freak when he's found out that I've showed up on time for once."_

X-X-X-X-X

"You have done well," said the garbled voice of the Master Planner. "The arc reactor technology is right in my hands and with my modifications, it will ensure a power source that will not burn itself out in battle. As promised, the money has been wired to the account."

"This business transaction has been most successful and has been a banner day in the name of science," said MODOC. "The other device you requested will be delivered within the next seventy two hour period. AIM will be in touch for any further technology."

X-X-X-X-X

Doctor Octopus looked rather pleased. Months of scheming, using this Master Planner identity. Most of the tech thefts he had done had been to throw any meddling parties off of the trail, while he had been commission the weapon, the main crux of his Master Plan.

The time would soon come. The final stage would commence and the entire city would bend to the will of the most brilliant mind, when he controlled the very thing that most had grown dependent on.


	74. House of Cards Part I

**Chapter 74: House of Cards Part I**

"The boss wants this shipment in before any do gooders start nosing in," muttered a figure dressed in black with a ski mask right on, as he fingered a concealed weapon. More men swooped in, some who had their hands right in their coat.

"Customs didn't suspect a thing, even after three check points," said another figure, as he appeared with a smile, as he stood over several crates, as a van rolled out by the docks. "Time to deliver the goods. We're going to be made for life."

"If by made, you mean made fools of, then yes, you'll be made for life," said a voice as a line of webbing shot around the ankles of the thug and caused him to land right on his face instantly. "That's got to smart."

"Spider-Man," said the first figure as he snapped his fingers and a half of dozen goons stepped out. "You're messing on our turf, you're going to get whacked."

Spider-Man dropped down and knocked one of the thugs back, before he snapped back and webbed around another thug. The thug crashed right to the ground. A knife right aimed to the back of his neck was evaded, and Spider-Man found himself surrounded.

A flare shot into the air and the lamp post lights blew completely out. The thugs and Spider-Man were confused, right in the darkness. Suddenly, the thugs were knocked around, one at a time. The sounds of combat could be heard in the pitch blackness but none of the sights.

Spider-Man shifted right over to another vantage point. By the time he managed to see enough, he had come face to face with Daredevil.

"Um, thanks," said Spider-Man sheepishly.

"You had no business here," grunted Daredevil gruffly.

"Yes, I did these guys were trying to smuggle..." said Spider-Man as he pried open the crate to reveal the contents. "Teddy bears? Okay, that makes no sense at all."

Daredevil reached into the crate and grabbed the teddy bear, before he pulled the head off and allowing what appeared to be some kind of white powder to dump right back into the crate.

"You just decapitated a teddy bear," dead panned Spider-Man but he looked at in eyes. He recognized the powder from a lecture in health class. "Is that..."

"Yes, the Kingpin is trying to smuggle it into the city," said Daredevil crisply. "One of his most profitable ventures and the street value is high, enough to line his pockets with more money. One day..."

Daredevil turned his head and gave a shake of it. He stood above Spider-Man, an imposing and impressive figure above him.

"This is the second time I pulled you out of a situation, Spider-Man, and I don't have time to be your babysitter," said Daredevil sternly. "These thugs will shoot you and not spend time trading witty banter. The Kingpin is where he is because he is ruthless and he cares little who gets caught in the crossfire. I appreciate what you're trying to do and against those super powered menaces you fight, you're competent enough. But this is not some kind of costume party."

"I know that," said Spider-Man through gritted teeth. "These guys are bad news, I know, this isn't a game, I know, but you should know some of the people I've fought are..."

"Not playing for as high stakes," said Daredevil gruffly. "Its a never ending war. Don't ruin your life dealing with it. Quit while you're ahead. The Kingpin regards you as a hobby at most right now."

"How do you know?" demanded Spider-Man.

"You're still breathing," said Daredevil shortly, as he managed to disappear right into the night.

_"I took down the Kingpin's thugs just as many times as he has and...he still treats me like some kid playing dress up," thought Spider-Man in frustrated. "I wish I could get through his thick horned head. And I wish I knew who the Kingpin was. Got to be someone important but...that's beside the point. Oh well, school night, don't want to go on four hours of sleep, again."_

X-X-X-X-X

"So this, Guardian Devil destroyed my shipment, the third one this week," said Wilson Fisk, better known as the Kingpin without pause as he looked at the report. "And Spider-Man was involved as well. I do wonder what their angle is or if they are in an alliance."

"Father, with all due respect, I'm still confused about the fact you haven't put Spider-Man down," said Richard Fisk. "If it were me I would have long since put him under ground."

"You must learn chess sometime, my boy," said Fisk. "Every move I make, is all about serving a purpose and certain sacrifices must be made, for the betterment of a final victory. But you do raise an intriguing point. Spider-Man seems to be getting more dangerous and a bit too close to my operation. I have watched him, he is no fool and it is only a matter of time before he connects the pieces. Connects Wilson Fisk and the Kingpin. Providing he lives long enough."

Fisk pulled himself up and looked right out the window, as he checked his watch. He had business as Wilson Fisk, respected businessman and charitable humanitarian to attend to.

The Kingpin would deal with Spider-Man. Much like a cat playing with a mouse, he would get bored eventually and with the Master Planner cutting into his operations and Silvermane to return to attempt to claim his former empire, along with the mysterious guardian devil, Spider-Man was a distraction that he could ill afford to have right at the moment.

Plans would be set into motion. And there was no time like the present to begin.

X-X-X-X-X

"So, he was found passed out covered in chocolate sauce in the Oscorp parking lot in women's underwear, and that's when Dad had to let him go," said Harry as Mary Jane sat there watching him with interest or at least the illusion, with Gwen kind of nodding off, as she drank water, having heard this story at least thirteen or fourteen times. "And that was butler number four that we went through."

"Who knew that something like that could have happened, although I think nothing can top the first one," said Mary Jane who looked a bit amused or at least that is what it appeared. "I remember when you told me the other day and I still can't believe that someone did that much damage with a waffle iron and a hair dryer."

"Oh, I was partial to that to, but when you work for my dad, well it's not that hard to think why someone could be driven to do something like that," said Harry with a nod and a smug look, but out of the corner his eye he saw Peter walk up. "Oh, Pete, are we late for class or something?"

"Why would be late for class?" asked Peter.

"Actually he's here on time," said Gwen in amusement.

"No kidding," said Mary Jane. "He's not late that often, is he?"

"Well let's just say it took him until almost halfway through his senior year before he learned the value of punctuality," said Harry. "Then again, I'm not one to talk."

"Yeah, all of the times you showed up to school after the final bell ran," said Peter.

"Dad wasn't happy, but its his default mode," said Harry. "But that's life, just got to roll with the punches."

"I'll let you three catch up, have some things that I want to do, before class," said Mary Jane. "Catch you later, Gwen, Peter, Harry."

Mary Jane walked off with a smile, as Harry watched her leave.

"So, what do you think?" asked Harry out of the blue.

"What do I think about what?" asked Peter, not following his train of thought.

"You don't see it Pete, Mary Jane and I, we're going out," said Harry nonchalantly which caused Gwen to spit the water she was drinking right on Peter in surprise.

"Sorry, Peter, but that kind of came out of nowhere," said Gwen as she looked at Harry with an inquisitive look but she was completely baffled. There was not even a hint that they were more than just casual friends. "When did this happen anyway?"

"Well we're more like unofficial official which is official for standards of this place," said Harry. "You know, the two of you, you tend to go off on your own, doing whatever you do, but hey that's your business and Mary Jane and I, we started hanging out and I think that we really did connect."

"That's great Harry," said Peter, in a neutral tone of voice. His friend's dating life, whether it be official or unofficial official was something that he was not going to really beat himself up over too much.

"Don't get me wrong, if it works, I'm really happy for you and Mary Jane, but..." said Gwen delicately. "Isn't this a bit too soon after you and Liz, I mean, you seem fine, but..."

"Ah, I've over that, we had a good run, broke up, its all good, I think that I'm ready to move on and move forward," said Harry, who seemed a bit happy. "It should work out, we do have so much in common, it's great, I'm over what happened with Liz. Besides its been what, three, four, months. That's like a hundred years in High School time."

"If you're sure, then good, Harry," said Gwen as she looked at Harry.

"Yeah, good," said Peter.

"Well, glad to see you two approve," said Harry with a smile. "Talk to you later."

"Okay, Gwen, say it," said Peter after Harry had left. "You have misgivings about whether this relationship is a good idea."

"Well to be fair, Harry did take the break up with Liz well perhaps a bit too well," said Gwen. "Maybe I'm reading too much into this...never mind, none of our business. But I just can't see Mary Jane being some girl who will settle for being the one on the rebound, which is what this reeks of."

Peter just remained silent.

"It just seemed...I don't know abrupt," said Gwen with a frown. "And I don't what see anyone get hurt because of this...either them really."

"Mmm," said Peter in a neutral tone.

"You really don't want to get involved with this," said Gwen knowingly.

"Mmm hmm," said Peter, as he grabbed his girlfriend's hand. "Look Gwen, it might just be a passing attraction. It's a high school relationship. What's the wor...what could happen?"

"So very much," said Gwen with a sigh. "If it works out, that's great."

"Well, that's there business," said Peter. "And I hope if there's something, it does, otherwise things might get a tad bit awkward."

"Yea," agreed Gwen.

_"Yeah it was kind of out of the blue, but what are you going to do?" asked Peter. "Besides, those two, almost adults, they can handle this, whatever this is. Besides, Doctor Doom, sure bring him on. The Sinister Six, take your best shot. Galactus coming to take another bite out of Earth, sure, sign me up and I'll see what I can do to help. My best friend's social life...do not want to touch."_

X-X-X-X-X

At the Daily Bugle, Peter sat on the outside of the office as Jameson appeared to be in the middle of an intense meeting.

"So what's the ruckus in there about Mr. Jameson anyway, Robbie?" asked Peter as he tried to listen in.

"The Daily Globe outsold the Bugle at every turn, so Jameson is speaking with our advertising consultant and he's trying to sell him on social media," said Robbie Robertson but he just sighed.

"The key word is try," added Betty Brant as she and Ned Leeds, along with several other employees hung around, listening to the conversation.

"You see, Mr. Jameson, I think that if we increase the Bugle's presence on Facebook and Twitter, we can really potentially reach a wider audience, its not like newspapers sell much that much and your harsh stance against the Friends of Humanity is losing a key demographic," said the consultant.

"The Bugle was born as a newspaper and I'm sticking to it, the Internet hasn't quite killed me yet," said Jameson. "This social media thing is a passing fancy, I mean Facebook. Back in my day, the only Facebook was when you had your face in a book because young people appreciated good literature. And I've told you, the Friends of Humanity will not be glorified in this paper, no matter how many people hate it."

"Mr. Jameson, just think about the possibilities, the Bugle is one of the only newspapers that is doing remotely well in this town, but it can be much more, with a social presence," said the consultant. "For a small fee, I can set you up on Facebook and Twitter and you you countless followers within days and you won't have to do a thing. The Bugle needs to step into the 21st century. The Globe has a big presence online..."

"The Globe is a sensationalized rag, the Bugle has been respected...if I could beat the Globe in their little Social Media game, then maybe...how much of a small fee are we talking about?" asked Jameson.

Voices got loud but Jameson's rather anguished and unintelligible explanation seemed to tell the story. The door from the upper level of the Bugle offices opened.

"Ah, Jameson, always cheap and behind the times as ever," said the voice of one Eddie Brock as he turned around.

"Eddie, what are you doing here?" asked Robbie in surprise. "We don't have any openings of at the Bugle right now..."

"Hey, Mr. Robertson, no problem, I don't want my old job out, I've got a better job," said Brock with a smirk, as he stepped in to give everyone a good look at his fancy type of the line threads. "You're looking at the star photographer of the Daily Bugle and they sprung for this top of the line, HD, digital camera, with increased memory capabilities."

Eddie showed his camera.

"I guess that is the price a real publishing company is really to pay, when they want their photographer to look appeasing to the eye, and not like it was taken with a disposable camera that someone fished out of the dumpster," said Brock, as he smirks, turning his eyes to Peter. "Parker, you're still the only one who could put up with Jameson I see."

"I do the work, I can, Eddie," said Peter with a strained smile.

"Good for you, I have to thank Spider-Man for getting me fired, best thing ever happened to me, the Globe is going to drive the Bugle out of business," said Brock with a superior look. "And make sure those mutants get what they deserve. Cute pictures by the way Parker, trying to make people think those X-Men were saving the people. Then again with the quality, I suppose you could make that assumption but if you read the Globe and most have, you know the true story."

The door opened, and J. Jonah Jameson looked as if he wondered he made a huge mistake.

"BROCK!" shouted Jameson. "What are you doing in this office?"

"Just catching up with old co-workers and maybe new ones," said Brock.

"New one...Brock I'm not hiring a screw up like you back," said Jameson.

"Believe me Jonah, I've moved up in the world, Bugle's got to be losing readers, not getting with the times, like the Daily Globe," said Brock. "But that's just like most of you old dogs, you'll be run off. My boss has big plans and he has the pulse..."

"The Bugle has something that you or the Globe could have and that's credibility Brock," said Jameson as he stared down Brock. "Now, is there any more point of you rubbing the fact that you have a cushy new job in my face or do I have to kick you out on your smug little..."

"JJ, I've made my point, you do what you need to do, I'm practically gone," said Brock as he walked off.

"Ungrateful little...gave him his start, taught him the value of ethics, obviously didn't stick," grumbled Jameson. "Well what are you waiting for. GET BACK TO WORK!"

With that, there was a mad dash for everyone to get away from Jameson when he was on the warpath. Peter watched as Brock left, in a fancy sports car that obviously cost a pretty penny.

_"Well, good for him, I guess," thought Peter._

X-X-X-X-X

"Aunt May...I'm home," said Peter trailing off as he saw his Aunt sitting on the couch drinking tea with a very prominent guest who looked up to notice Peter arrive.

"Oh Peter, right on time, we have a guest that wants to talk to you," said Aunt May.

"Wilson Fisk, Mr. Parker," said Fisk as he stood up and grabbed Peter's hand, to shake it. "I have been talking about you with your aunt right here, nothing but the best and it makes me feel like I had made the correct decision."

"What for, Mr. Fisk, sir?" asked Peter. Fisk had such a commanding presence and not because of his size, but rather the way he carried himself. When he walked in the room, all eyes would go right to him.

"Each year, the Fisk Foundation offers a full scholarship to promising young students in the greater state of New York, to any college of their choosing and after seeing the gross oversight that has been made by others, I had to step in," said Fisk. "Congratulations, Mr. Parker, you have the full scholarship to go to Empire State University if I'm not mistaken."

"Yes, thank you, I'm honored," said Peter unable to believe it but it was right in front of him. For months, he had been trying hard to get a scholarship because that was the only way he could go to ESU, without taking out massive student loans that would leave him in debt until well into middle age.

"The honor, my dear boy, is mine," said Fisk with pride. "I have the utmost confidence that you will maintain the standard and be a credit to the countless bright young minds that the Fisk Foundation has been working over the years. And perhaps some day, I may call upon use of your brilliant mind."

"That would be great, thank you, really thank you, finally I'm going to ESU, I won't let you down," said Peter.

"I told you Peter, eventually someone would appreciate the hard work you put it," said Aunt May, but it seemed to be a bit bittersweet. Pretty soon Peter would be moving out and on his way into the world. She knew this day would come. It just seemed like yesterday she was putting Peter on the bus for the first time. Her and Ben watching as Peter...Aunt May shook her head, at the bittersweet memory that seemed like a lifetime ago. Time sure did go fast, but she had to get back to the matter at hand. "Mr. Fisk, if you would like to perhaps..."

"Mrs. Parker, I thank you for your hospitality and the tea, but I have a full schedule," said Fisk.

"Oh, of course," said Aunt May. "You have a great day, then Mr. Fisk."

"Thank you and you and your nephew as well," said Fisk as he gave them a nod, before he folded up a case and walked out, as he left the Parkers alone.

X-X-X-X-X

"I finally got it Gwen, a scholarship," said Peter excitedly and Gwen just smiled, as she embraced Peter.

"That's great, about time, I mean, it was completely idiotic that you'd be overlooked with all of these things," said Gwen happily, before she kissed Peter. "Congratulations, this is great...who was the one that finally grew a brain?"

"Wilson Fisk," said Peter. "The Fisk Foundation is going to pay for my entire education, providing my grades get kept up."

"Ah, well he does do a lot for the community and seems to have a good head on his shoulders, but this just cements that he's great," said Gwen, as she leaned against Peter as they set down on a bench.

"Yeah, well Fisk seemed to hint that I could get a good job, if I continued to do well," said Peter, as he looked like nothing could ruin this day. "But finally. Not that I have anything against the people who got those other scholarships..."

"Mainly because you got an even better one," said Gwen.

"Yes, that, but hey, all's fair, they did what they had to do and if I got those others, I might not have qualified for this," said Peter.

"Well, I'm sure Harry and Mary Jane would like to hear the news, they're waiting for us," said Gwen.

"C'mon, let's not let them waiting," said Peter and Gwen responded with a nod, as they grasp, hands, and nearly overtook a man in dark glasses with a briefcase. "Oh sorry."

"Yeah, we should have watched where we were going," said Gwen apologetically.

"No matter," said the man as he appeared to consider Peter for a brief second before remaining stoic. "You children have a pleasant day and stay out of trouble."

"Okay," said Peter as he looked at him, he had a feeling that he had seen that guy before, but he couldn't really place him.

"Pete?" asked Gwen breaking him out of his thoughts.

"Something is familiar about that guy," said Peter, as he tried to piece it together and Gwen just suddenly realized something.

"He's Matt Murdock, famous criminal attorney," said Gwen. "Dad said that he's the best in the business, perhaps too good, but he's uncovered some evidence that he's got some innocent people cleared of all charges."

"Well obviously he's that good, I remember seeing something about him defending someone once or twice in the Bugle," said Peter in recognition. "And...he went to law school and became a successful attorney despite being blinded."

"Yes," said Gwen. "Pretty amazing, when you think about it."

"Well they do say that justice is blind," said Peter with a grin.

"Bad pun alert," said Gwen shaking her head but she was smiling.

"I aim to please," said Peter as they laughed. "Anyway..."

"After you," said Gwen as they turned to meet Mary Jane and Harry.

Little did they know that someone was watching them from high above, plotting their every movement, safely from shadows.

X-X-X-X-X

"Three cheers for a smart person managing to get a scholarship," said Harry. "Seriously, Pete, whoever was denying you before, was kind of out to lunch. I mean, I don't get this entire school thing half of the time, but I do get that you worked hard for it."

"It is nice to see him without being in a moody mood," said Mary Jane. "And what's better, those Friends of Humanity people have not bothered us once. I call that I great day, don't you?"

"Yeah, today's not going wrong for once, it is nice to have a nice outing with friends," said Harry, as he drank his soda as the others nodded but suddenly Peter grew rigid

_"Spider sense, why would it be going off here...oh no," thought Peter as he saw a very familiar face perched outside of an open window in the corner of his eye, weapon in hand._

"EVERYONE GET DOWN!" shouted Peter suddenly as Gwen quickly grabbed Mary Jane and Harry and forced them right to the floor, as Peter flipped the table using it to block the incoming projectile which was a sound idea.

He also used his body, which technically was not a sound idea.

Dazed and groggy, Peter realized that he had a tranquilizer dart right in his shoulder. Through blurred vision, he saw the Sergei Kravinoff or as he was more commonly known, Kraven the Hunter.

"I do apologize for the rude intrusion," said Kraven to the three other teenagers behind the table, as several other people in the area were around. "But I come here on a mission of business, and your young friend is what I'm after."

"No, get your hands off of him you filthy..." shouted Gwen suddenly as she got up but Mary Jane pulled her down.

"Trust me, something tells me its not a good idea to get in that guy's face," said Mary Jane but Gwen just gave her a rather nasty look but she remained calm. "I'm just saying..."

"What do you want with him, anyway?" demanded Harry but in a way, he was relieved that he was not getting kidnapped for something his father did, again and Kraven just chuckled, as he picked up Peter, and draped him over his shoulder.

"That is for me to know and you to find out, friend," said Kraven as he held the perfectly paralyzed form of Peter Parker as he held a grenade in his hand before he threw it right to the ground.

Green smog had filled the entire area, obscuring the view of completely everyone for the next few moments.

When the smog cleared, Kraven and Peter were both gone.


	75. House of Cards Part II

**Chapter 75: House of Cards Part II**

The setting was a large building right off in the outskirts of New York. On the inside, it did not stick outside, but in the inside, it was outfitted to look like a log cabin that you may find out in the wilderness. Various trophies adorned the wall and right on them, contained the heads of various animals, but one plaque had nothing on it. Engraved on the plaque in elegant writing was the word "Spider-Man".

"I see," said a gruff voice. "I do think that you have me confused for someone else, my friend. I am no paid assassin, but rather a hunter, who does it for the thrill and the sport, not because of any kind of profit."

"Yes, and the Kingpin would not have come to you, if he had not had a good opinion of the skills you had, Mr. Kravinoff," said a suited thug. "We have watched your work, hunting some of the wildest game in the world but there is one prey that continues to elude you."

"Spider-Man," said Kraven, with a nod, as he knew where this discussion is going. "Twice previously I had matched wits alone and a third time, with some other enemies, with Doctor Octopus. But once again, Spider-Man continues to slip right out of my grasp."

"We can help each other. Just listen to the offer the Kingpin has on the table."

Kraven just looked at the case and he opened it up to reveal several weapons more advanced.

"The ways of the hunter are too often corrupted by technology," said Kraven. "But perhaps I need to move on with modern times. This is a matter of honor and as long as Spider-Man lives, I have been dishonored. He has made a fool out of me."

"You take out Spider-Man," confirmed the business suit. "We give you the weapons and you will be able to keep Spider-Man to do what you wish to him. We only require proof that he's dead."

"Very well, but the hunt requires strength of the mind, as well as strength of the body, so I will require bait to set a trap," said Kraven, as he looked over some newspaper clippings. "I have the perfect individual to trap Spider-Man"

X-X-X-X-X

Kraven stalked around New York for the better part of the day, before he spotted his subject. A young man known as Peter Parker, who had taken many photos of Spider-Man. Naturally, if Spider-Man wished for this arrangement to continue, he would be inclined to rescue. Not that Kraven felt the need to physically harm this Parker, because he was merely just the means to a trap. He watched as his query discussed a manner with what appeared to be his mate, as they walked off, nearly overtaking a man in glasses.

They joined a girl with long red hair and a young man with one of the most absurd hair cuts ever. Kraven wondered sometimes about some of the hair styles some people had on this side of the world but he remained focused on the hunt.

The hunter was perched, the hunter had his prey in sight. Discussing with his friends some manner that Kraven could not hear. It mattered little, and Kraven perched.

The hunter was noticed. Mentally scolding himself for being careless, he quickly struck. A tranquilizer dart enough to put most beats down. Harmless and not deadly, but it would put someone to sleep.

Swooping down, Kraven just grinned and prepared to scoop up his prey, along with the bag that he had right to the side. The obvious resistance and protect nature from the target's mate had kicked in. But it was pacified by another member of the group, long enough for the hunter to make his move. A shield would allow him to move into the night, by the time the police had arrived.

X-X-X-X-X

The smoke had cleared, as sirens could be heard. The police was called because of a disturbance.

Not that it did much good, as by the time they arrived, Kraven had been long gone. With Peter being kidnapped without a hint to where they go.

"Is everyone..."said Mary Jane as she coughed but she saw Gwen looking out in the distance, hoping against hope that she could see where Kraven would have went. "Gone, Gwen, I'm sorry…"

"Gone, where could he have…why could he…how could…" managed Gwen as she took a moment to compose herself. Freaking out would do no one any good. Yet there were several different scenarios running through her head and none of them were too pleasant.

"I still wonder why he took Pete," said Harry in confusion.

"I don't know," said Mary Jane. "Do you know Gwen?"

Gwen wasn't going to answer but was spared at that moment, with the police arriving, along with members of the press, including Eddie Brock, who arrived, as he took photos of the carnage.

"Yes, our friend, Peter, he was captured by some nutcase in a loin cloth," said Harry to an officer.

"Kraven the Hunter," said Gwen as she got looks. "One of the Sinister Six, when they kidnapped me."

"Ah Parker, that's what you get for taking photos of that wall crawler," said Brock who had arrived but an officer stepped right to the side. "Relax officer, just a few pictures, perhaps this hunter guy is one of those disgusting mutants."

"Move it along, no pictures and everyone move to the side, we'll have to investigate, we'll see if there is anything here," ordered the officer, in a tone that left no room for dispute.

"Right here officer, we found this slip of paper, a note!"

"I will exchange the Parker boy, for Spider-Man. The web slinger will meet me outside of this concrete jungle. I regret the necessity of anything that I have to do if Spider-Man does not show."

Everyone heard the words that were spoken, which included a certain attorney. He quickly moved off.

If his hunch was right, circumstances would indicate that Spider-Man may not show up right at that time. But once he could find this hunter, it should be an easy enough job to take him down.

X-X-X-X-X

Peter woke up in a daze. Several moments it took to reconstruct the events that occurred earlier in the day in his mind. He had taken a dart right to the neck right after he saw Kraven.

"Ah, Mr. Parker, you're awake," said Kraven polite and dignified tone of voic as Peter realized he had been locked inside a cage. Almost instinctively, Peter moved to try and force the cage door open. "Please don't, you will injure your hands. That cage has been reinforced that not even Spider-Man can break it."

" _So I'm stuck," thought Peter. "I wonder…no he couldn't…could he?"_

"Why am I here?" asked Peter groggily, as he tried to not betray his fears.

"I hold no ill will against you, Mr. Parker, but you have been proven to have a connection with one of my most bothersome hunts throughout my time," said Kraven. "That being Spider-Man."

"Spider-Man?" asked Peter as he feigned confusion. "I don't know what I would have to do with that, I just take pictures of him…"

"Ah, but you do have everything to do with him, friend," interrupted Kraven. "I have studied Spider-Man. It is a mark of the hunter, to know everything of his prey. Spider-Man is a master of what you might call being a super hero. He will save the innocent and once he learns that I have captured you to get to him, then he will dash to rescue you."

"Well, I suppose it might work," said Peter. "But what makes you certain that he'll…"

"I would have tried alternative methods to capture him if I was not certain," said Kraven as he pressed his face against the cage. "You are merely just a tool to be used. Bait to set the trap much like a rabbit or a squirrel for larger game. Nothing can be gained by hunting you, but you are here to lure in the big game. Once Spider-Man is here, you will be released. But if Spider-Man does not arrive within twenty four hours…I do apologize, but I am honor bound by my word once I had given it."

"You know, you have a twisted definition of honor, locking someone in a cage," said Peter but he feigned cowering. He did not want the mighty hunter to put two and two together if his quips were a bit too sharp.

"Your lack of bravery, is rather unfortunate, but you are merely a young one who has been dragged into a situation beyond his comprehension," said Kraven as he sat down. "Spider-Man will find us and once we duel, you will be set free. Regardless of who wins, you can take that as my word, Mr. Parker."

" _Pete, you sure get into the darndest fixes, got to get out of here," said Peter. "Somehow you have to save yourself within a day, less by now. It is a good thing the mighty hunter hasn't checked my bag, because it would be hard to explain outfit and the web shooters. Got to think, figure out a way, without tripping up your secret identity."_

X-X-X-X-X

Norman Osborn had learned of the kidnapping of Peter Parker. While not a major news story, he had an inside track, his son had mentioned it. Given some of his other sources, he quickly determined who exactly was the architect and he dialed up the phone.

"Fisk, this is Osborn," said Osborn over the phone. "What were you playing at, having this nutcase hunter kidnap Peter Parker?"

"Norman, my friend, I have not the slightest clue of what you're talking about," said Fisk without emotion in an expression. "Believe me, I'm distressed about Mr. Parker's kidnapping as much as the next person. A bright young man, I did offer him a scholarship."

"Fisk, I know you're behind this, I have ears, Spider-Man shut down one too many of your plans and this hunter thinks he could use Parker as bait," said Osborn softly.

"An intriguing plan, young Peter does take pictures of Spider-Man," said Fisk.

"Indeed, anyone could be aware of that and so is this hunter," said Osborn. "You know you're playing a dangerous game, Fisk."

"No more of a dangerous game than you are, Norman," said Fisk. "When the dust clears, there can only be room for one. You have made some powerful new friends with your anti-mutant aims but will they be there for you when your money is no longer useful to them?"

"I wonder the same about you, Fisk," said Osborn unshaken.

"Only time will tell which of us is right in the end," said Fisk.

"Perhaps, one wrong move," said Osborn.

"Until there is proof, there are no wrong moves," said Fisk.

"Until that moment, but I expect that moment to come," replied Osborn.

"Perhaps, I'm keeping my eye on everything you're doing, Norman and I expect more of the same of you, but once the cards are on the table, we'll see who has the stronger hand," said Fisk. "I have pressing business to attend to, as I'm sure you do as well."

The line went dead but Osborn held the phone in his head, deep in thought.

X-X-X-X-X

Not knowing the motive was something that only bothered Gwen slightly more than the fact her boyfriend was kidnapped. The fact that Chameleon had recently learned the identity of Spider-Man kept nagging right in the back of her head. Could Kraven had purchased the identity? Or was it something else?

"Peter's aunt is taking it about as well as can be expected," said Mary Jane gently and seriously. "About as well as you're taking it, with the brave face hiding what you're really thinking."

"I'm fine, really, well I'm not fine…" stated Gwen, as she wiped her eyes. "I look like a wreck, don't I?"

"Yeah, but considering everything that's okay, the love of your life got kidnapped," said Mary Jane. "Someone would have to be kind of a jerk to not understand that."

"Yes," said Gwen as she looked out, as she looked at her cell phone. "Thanks, I'm sure that if it happened with Harry, I know you haven't been with him as long, but still it tends to weigh on you.."

"With him?" asked Mary Jane utterly confused. "Uh, Gwen, did I miss something?"

"Well, you and Harry, you've been getting close and Harry did say that you are essentially going out," said Gwen but she just realized.

"Oh my God, we're just friends, that's…wow, kind of awkward," said Mary Jane. "I mean, a boy and girl can just be friends without anything happening, you know."

"Yes, I know, but…Harry did jump the gun on that idea," said Gwen. "I should have known."

"Hey, believe me, that's not the worst thing someone could have said about me, but a relationship, just really wouldn't work," said Mary Jane. "I mean, Harry's a nice guy, in his own bizarrely charming way, but he has baggage and…I know he's your friend, but…"

"He has issues, I know and…" said Gwen as she trailed off. "His father doesn't help."

"I kind of figured that one out," said Mary Jane. "I better tell him, that he's reading too much into it and hope that things are not awkward."

"Just, do me a favor and let him down gently, I mean, I'm not telling you to sugar coat it is just…" started Gwen, as she struggled to find the right words.

"I understand, it won't be easy, truth hurts and all of that, but better to do it now and later," said Mary Jane. "Let me know if you hear anything about Peter."

"Okay, thanks Mary Jane, I'll keep in touch," said Gwen as she looked off at the girl as she left. She kind of dreaded how Harry would react but agreed that it would be for the best.

Right now, she had to sit and wait. The worst part, as the seconds seemed to creep by like something much longer.

X-X-X-X-X

Those who controlled the media controlled what the people knew and those who controlled what the people knew could point them in any direction.

Wilson Fisk gazed upon several folders. He had acquired the Daily Globe recently, through buying out all of the majority shareholders and managed to expand its operations throughout the city. The print media game was dying, so Fisk enhanced it through the Internet and social media. Social media moved to be a valuable tool for the Kingpin recently.

The results were as such. The Globe had the widest penetration of any newspaper in the city and also had a vast social media presence.

Only the Bugle and J. Jonah Jameson stood, defiant to the very least, but Fisk knew his paper was beginning to make Jameson feel the pressure. The media presence was a crux of his empire.

There was no business in maliciously tearing down enemies in an instant but there was a great deal of business of slowly building up a negative perception.

"No sign of Spider-Man yet," said Fisk as he talked to someone on the phone. "Ten hours. And all evidence of our dealings with the hunter will be removed. Osborn pieced it together but right now, he won't move, unless he knows that I don't have something that will derail him. We wait. When the dust clears, you have your orders"

Fisk paused, as he looked at the press release, where he stated that he would support Peter Parker's family and friends in their time of need and do everything necessary to locate him. Should Spider-Man not show up before too long, Fisk would have to play the white knight and it would do wonders for his public image.

Regardless, he won. Wilson Fisk always won. That is why he was the Kingpin of Crime.

X-X-X-X-X-X

After all he had fought, Peter really hated the fact that a simple lock could really defeat him. Nothing but a cage that should hold animals, at least in theory. Kraven had sat on a chair, reading a thick book, only periodically getting to his feet to check to see if Spider-Man had shown up.

" _Think Parker, it's what you're good at," thought Peter. "There has to be some kind of structural weakness in this cage, something that you can exploit to get out. But if I find it, how do I break it without giving Kraven a hint of who I am."_

"I'm certain, Spider-Man thinks he is going to pull a dramatic last minute rescue, when my guard is down, but I remain calm and will take him down," said Kraven breaking the silence.

"If he shows up, that is," muttered Peter.

"Oh believe me, he will show up, that I am confident of and when he shows up, than the hunt will be on," said Kraven.

"What then, what if you capture Spider-Man?" asked Peter. Kraven pointed to a plaque on the wall with "Spider-Man" written on it, around the heads of other trophies. "Um, yeah I get the picture. But what bigger game is there than Spider-Man?"

"It is a matter of pride, once I have captured Spider-Man, I have proven myself the greatest hunter of them all," bragged Kraven.

"Yes, but what will you do after you capture him?" asked Peter.

"You ask so many questions but it is to be expected, a soft city dweller could not understand the complexities of the hunt," said Kraven in a prideful voice. "I recall my first hunt, back before most youths began to walk. I had to hunt or I would not live to see the next sunrise. As I hunt more, I grow stronger, get bigger game, I live, and it became my goal to become the greatest hunter that ever lived. It is the law of the Jungle, survival of the fittest nothing like this city.

" _He should see New York traffic at rush hour," thought Peter. "Ah loose bolt, here we go, just got to keep him talking."_

"What is your motivation anyway for Spider-Man?" asked Peter.

"I heard tales of Spider-Man, not quite man but not quite beast either, the cunning of the man and the strength amplified of a spider," said Kraven. "I hunt him, but not because of any ill will I hold towards Spider-Man. I respect him as a fellow warrior. I will give him a noble death in combat, and a place of honor right here on my wall of trophies once I have succeeded in the hunt. Once I have defeated Spider-Man, then I have become top of the food chain, and I have fulfilled the hunt."

Kraven paused.

"At one time, I hunted to live but now I live to hunt," narrated Kraven. "I have considerable wealth, but it is the enjoyment and the thrill that keeps me on track. Spider-Man is the ultimate hunt. It is a shame that it may have to end, but honor dictates that I continue to pursue Spider-Man until one of us is no longer breathing, standing, and fighting."

Kraven turned, as Peter remained rigid.

"Merely the wind," said Kraven. "But do not fear, we still have time for Spider-Man to show up. Now, other than Spider-Man, allow me to tell you a tale of the most dangerous game that I have ever placed. Let me share the story for us to pass the time before Spider-Man arrives. It happened seven years ago, in the middle of one of the most treacherous jungles in the world."

X-X-X-X-X

Outside, in the shadows, a figure crept in the darkness. Enhanced hearing picked up a conversation inside. The hostage appeared to have engaged the hunter, perhaps in a vain attempt to buy him some time.

He listened and sensed the landscape. There were a few traps, designed to trip up anyone who had attempted a daring rescue. Right through the shadows, right around the house.

Timed perfectly the hostage would be saved. It would take key precision as the hunter would be a formidable threat. Yet, being without fear, Daredevil managed to find his way right in.

X-X-X-X-X

"As you could expect, I learned several extremely valuable lessons that day," concluded Kraven as he turned around. "Something is creeping outdoors. But not Spider-Man, no this is something else. Excuse me for just one moment, Mr. Parker."

Kraven picked up a crossbow instinctively and he shot right at a figure, who quickly doused the lights, which caused them to be entombed in complete darkness.

"Very clever, but futile, because in the hunt, you must realize that we have more senses than sight," said Kraven, as a scuffle occurred right in the pitch black darkness.

" _Well whoever turned out the lights, they made it easier, just barely enough light, for me to see, just get this other bolt out, and slide right through, there we go," thought Peter, as he felt someone smash against the side of the cage, but he rolled on the ground, groping around in the dark, before he found his bag._

"Don't worry Parker, I'll get you out of this mess!" shouted Peter, in a more authorities voice, as he slipped on his costume, as Kraven lit a torch so he could see them.

"Ah very good, Spider-Man, just as expected and my friend right in the shadows has crept…" started Kraven but he got struck right back an attack from the side, as Daredevil engaged him right in battle. Kraven remained moving, and smashed Daredevil right outside through a window, to engage the battle.

"Just give it up, Kraven, you can't defeat the both of us!" shouted Spider-Man but Daredevil said nothing, as he dodged an attack from Kraven.

"That is where you are wrong, Spider-Man," bragged Kraven as he reached into a side pocket and threw a blinding flash right into the air, aimed directly at Daredevil. Spider-Man shielded his eyes but Daredevil jumped through the air. "Impossible, that should have blinded you complete…"

Kraven could not speak as he managed to doge an attack from Daredevil. Spider-Man swooped right in and somersaulted, before he webbed around Kraven's spear and yanked it right out of his hand, but Kraven rolled right onto his hand, but Daredevil took him down. Kraven bounced up and was webbed around his feet and hands, binding him, as Daredevil knocked him down.

With a struggle, Kraven was taken out handily. Daredevil and Spider-Man turned towards each other.

"Too easy," said Daredevil.

"It took the two of us, and you call that easy," said Spider-Man before he realized. "Um, normally when someone says something is too easy, that means…."

Spider-Man's spider sense went off and he dodged a bullet which was aimed right directly towards him by a sniper.

"Something like that," muttered Spider-Man as he propelled himself right up and web yanked the gun right out of the hand of his attacker before he could shoot again. Daredevil took him out and threw him down.

"Talk," said Daredevil swiftly.

"Forget it, I know my rights," said the sniper, but Daredevil grabbed his arm and twisted it slightly, just enough to give some pain but not enough to break it. "Alright, the Kingpin staked me out here, to shoot Kraven or Spider-Man depending on who won. And I would have got you as well if I had the chance."

"Are there anymore?" interrogated Daredevil.

"Oh there's always more but the question is, do they have a gun to your head or not right?" asked the sniper with a twisted grin. "Kingpin has it out for both of you, especially you, devil, after you cost him big money. I don't care, but a job's a job."

Daredevil rendered the sniper unconscious.

"So all we have to do is take care of that guy and…Kraven?" asked Spider-Man as he turned around, to see that Kraven had disappeared, with sliced strands of webbing. "Gone but…"

"Leave him for now, he's in no condition to fight and there are bigger problems than some crazed game hunter," said Daredevil. "You've gotten yourself right on the Kingpin's radar right now, not a place you want to be."

"Look, I can handle myself," said Spider-Man.

"That's not the point, I do what I do, but you have a choice and you're going to make the wrong one," said Daredevil. "Don't ruin your life. Stop while you're ahead. If the Kingpin digs deep enough, he will go after everyone you care about, and then he will leave you a battered wreck. He didn't get to that point by placing nice."

"Sounds to me like you know who the Kingpin is," accused Spider-Man.

"If I do, then that's not something you should concern yourself for," said Daredevil. "I've seen your background, I get why you want to help but this a war that is too dangerous for a seventeen year old to get into, Peter Parker."

"Parker, I don't know what you're talking about," said Spider-Man.

"Don't play dumb with me, I have my ways of figuring out who you are, even if that hunter was fooled by your tricks," said Daredevil roughly. "Reckless, just happening to be there, taking pictures of your heroics and sending them to J. Jonah Jameson under your real name. It's a wonder no one has been able to connect the dots. And you're giving the Kingpin more reasons to dig deeper and connect them."

"If you know anything about me, you know why I can't just look the other way," said Spider-Man but Daredevil just remained stoic, not saying a word. "Look, you can't tell me what to do.."

"I can't, but if you had any sense, you'd listen to me and understand that the Kingpin is dangerous business," said Daredevil. "Go home, tell people that Spider-Man saved you, and leave the Kingpin."

Spider-Man opened his mouth but closed it. Daredevil apparently had vanished once again into the night.

" _Bright package of sunshine and flowers that one," thought Spider-Man. "Given that I saved him from getting his head blown off my Kraven." Speaking of which, got to see if I can find the hunter, licking his wounds somewhere. And I'm sure people are worrying about me, so better have a quick look around and make your way back, Spidey."_

X-X-X-X-X

Gwen sat in her bedroom, as she looked at her cell phone. She wanted news but dreaded news about Peter at the same time.

She was pulled right out of her thoughts, by a tapping on her bedroom window. She remained alert, but she relaxed, when she saw Spider-Man outside the window and then her mouth opened, before she rushed through the window and threw it open, allowing Spider-Man to climb in. Immediately, she pulled off his mask and kissed Peter right, pinning him against the wall.

"Thank you, thank you, you figured out a way, I knew you could but still…you're safe," said Gwen but once her relief had washed away, her frustration with Peter sunk in. "What made you think it was a bright idea to jump right in the way of a tranquillizer dart?"

"No one was hurt when Kraven dragged me off," said Peter.

"First thing he asks, of course, yes, no one was hurt," said Gwen, exasperated. "Still…"

"So, yeah, everyone is safe and my guardian devil saved me yet again," said Peter with a grin. "Quite a night too, getting locked in a cage, used as bait for myself, fighting Kraven, nearly getting shot at by a sniper, so how's your night been?"

Gwen remained silent and stared at Peter, unable to formulate the words. There were times where she honestly thought her boyfriend had a death wish.

"Right," said Peter as Gwen folded her arms together and glared at Peter which caused him to take a deep breath. "Have I ever told you how beautiful you look when you're angry?"

"A few times, yes," said Gwen but her expression softened, unable to stay mad for too long she wrapped her arms around Peter and buried her head into his shoulder. "Just….don't take a tranquillizer dart to the shoulder ever again."

"I'll try and remember that," said Peter with a smile, which Gwen just backed off, and sat down with Peter following her. "Uh, your Dad's not home, is he?"

"No, thankfully," said Gwen, calmed down. "That'd look really cute if he walked in with me kissing you in full Spider-Man outfit minus the mask. How would I explain that?"

"Roleplay?" suggested Peter.

"Wouldn't be the most far fetched thing in the world," muttered Gwen. "What am I going to do with you, Peter Parker?"

"I'm sure you can think of a few things," said Peter with a wink and Gwen just laughed, she left herself wide open for that one. "So, anyway, tonight's not over…yeah I know, but I still have one finished piece of business left over."

"You do know your aunt is worried sick about you, don't you?" asked Gwen slowly.

"Taken care of, I just called her, after I made sure the Bugle knew that Spider-Man had saved me," said Peter. "As far as Aunt May knows, I'll be back by the morning, but I'm staying at your house, because it was closer to where Kraven was keeping me. I need you to cover for me if anyone asks."

"Yes, because that can't go wrong," muttered Gwen but Peter just looked at her. "Yes, I'll do it, you know that."

"Thanks, Gwen, I appreciate that, really, you're the best," said Peter, as he kissed her once again.

"I know I'm going to regret asking this but…what do you exactly still need to do?" asked Gwen.

"Track down the Kingpin, once and for all," said Peter. "Daredevil said I should stay out of this…but I've got an idea."

"You're bound and determined to give me grey hair by the time I'm twenty, aren't you?" asked Gwen and Peter slowly analyzed his girlfriend's hair.

"No, you're fine," said Peter, as Gwen just slightly rolled her eyes, but she smiled in spite herself. "Don't worry, you know I can handle myself. I'll be back by morning but if I'm not…check the papers."

"PETER!" shouted Gwen in a horrified tone, caught completely off guard.

"Sorry, that was a bit too far, wasn't it?" asked Peter and Gwen just nodded, as Peter gave her one last kiss good bye and pulled his mask back on. "See you later, hopefully it ends tonight."

"Beat him Peter, I believe in you," whispered Gwen as she watched her avenging arachnid swing into the night.

" _The fact I have no idea who the Kingpin might be, might make this harder than I thought," thought Spider-Man as he swung out the window. "I'm leaving my wonderful girlfriend to fight a bunch of crazed people who want to shoot at me. How many times have I been hit in the head again?"_

X-X-X-X-X

Midnight approached but news never slept, as J. Jonah Jameson was at the Daily Bugle, working the late shift. Robbie had stayed over but as most of the employees were snug in their beds, Jameson detailed a battle between Kraven and Spider-Man as Parker had told him. Naturally, he had to fill in a few blanks but that was par for the course. The involvement of the mysterious guardian devil of Hell's Kitchen added color.

"Jonah!" called Robbie.

"Robbie, I'm on a deadline!" bellowed Jameson. "What could it be at this hour?"

"Someone dropped a package outside of the door," said Robbie. "It's addressed to Spider-Man."

**Coming Up Next Time, a lead brings Spider-Man and Daredevil right into the middle of the Kingpin's territory. Kingpin naturally has a few tricks up his sleeve that our heroes have to deal with. The third and final part of this story arc, House of Cards Part Three.**


	76. House of Cards Part III

**Chapter 76: House of Cards Part Three.**

"Package for Spider-Man?" asked Jameson as he tried to register what he had seen right in his head. "Again? Do we look like a PO Box for that web head?"

"Jonah, it says it's extremely important," said Robbie as he looked seriously.

"Well extremely important, than perhaps I should take a little peak to make sure it's safe," said Jameson as he tried to pry open the package, but he could not get it open. "Blast it, how does anyone expect anyone to open this thing?"

"Well it was only meant for Spider-Man, so perhaps whoever sent it made it so he could only open it," said Robbie, as Jameson gave one last futile attempt to pry the case right open. "I wouldn't try that, it's not going to open."

"You're right, blast it, I wonder what's so important," said Jameson as he rather looked at the package. "WHAT COULD THE WEB SLINGER NEED!"

"Jameson, you nearly woke up half of the neighborhood with that one," said a voice and Jameson turned around, to see Spider-Man standing there.

"You, how did you get in my office?" demanded Jameson as he rose to his feet.

"You left your window open, you know and I could hear you shouting, I heard my name, so I figured that was as good as an invite," said Spider-Man.

"Now listen here…" started Jameson.

"Ah, package for me, something tells me this isn't fan mail, don't worry, doesn't seem to be something too dangerous," muttered Spider-Man as he web yanked it right off of Jameson's desk, not caring that he sent papers flying in every direction. "I'll take that off your hands, have a nice night."

Spider-Man swung right out of the window, to get far away, half hearing the yells of protest that Jameson was likely to give. He wondered who could be sending him something.

" _My curiosity is really something that has been grabbed," thought Spider-Man as he dropped down at the ledge. "Almost midnight, there's some light right now. Let's see what I can do, grab the clasp and get it open."_

Spider-Man pulled it open and his eyes widened underneath his mask. Information, concrete information about where to locate the Kingpin was held right in his hands. For once, something actually went smoother than expected, which naturally made him immediately suspicious.

" _If it is true, I've got it," thought Spider-Man. "The Kingpin, tonight, I'll come face to face with him for the first time. Well don't jump the gun, Spidey, you still got to get there and something tells me it's not going to be as easy to step right in the front door and punch him right in the face."_

From a perch, stood a figure, who watched Spider-Man with a frown from high above, but dropped down, to follow him. Once again the web slinger had no idea what he might be getting himself into, although inadvertently he may have helped getting him closer to the Kingpin then he ever dreamed.

X-X-X-X-X

A group of armored thugs stood outside of a large office complex outside of the city. For a casual watcher, it would seem like nothing more than a rudimentary run of the mill office building, a dime a dozen in this city. Indeed, it served as a standard nine to five place of business, with accountants, employees, and business meetings that dragged on forever.

That was by day. By night, the business served was something more different. As a figure was perched above, he spotted the guards but thankfully they did not spot him.

"These late shifts, I tell you," muttered one of the guards.

"Hey, better than being out on the streets, doing business that way," muttered the second guard. "I mean, there's Spider-Man, that guardian devil, and did you hear the rumors about some guy with a skull on his shirt taking people out the other day?"

"Man, that's just some urban legend, they can't be for real," muttered the first guard.

"Shift ends in about fifteen minutes, good, I need a drink."

"Yeah, tell me about it. Just make sure no one gets through that front door."

Spider-Man swung right over them with swift ease and perched right over them, before Spider-Man shot a line of webbing on each wrist and pulled the guns. The two guards staggered, but Spider-Man slid right down, before he knocked his heads together.

"Lights out," muttered Spider-Man. "Well that was easy."

The moment Spider-Man touched the door knob an alarm began to blare. Quickly, Spider-Man forced his way into the office complex and dodged right around to the side, as he saw another group of a dozen guards.

"The guards at the door have been compromised, someone's here!"

"Well if they got in, we can never let them out alive!"

"Tell the Kingpin!"

X-X-X-X-X

In his office, Kingpin sat and he took a transmission.

"Kingpin, we have an intruder in this building!"

"Indeed," muttered Kingpin. "We're compromised then, which means I will collect anything I need. Make sure no one gets to the top of the building. Shut off the power and block the stairs. And give anyone who has entered a suitable reception."

Kingpin shut off the transmission. He thought his security was airtight. Most of his employers had never even met him face to face and only a select few knew of this place, only the security force that he hired to guard and a few of his key lieutenants.

Yet there as a leak and Kingpin moved over to the file cabinet, before he began quickly removing documents. He would burn the rest while taking only the necessary records and not leave a trace.

"Helicopter to the roof, I'll be there in thirty minutes," ordered Kingpin as he began to gather up everything.

X-X-X-X-X

Right in the shadows, a guard moved around and pointed his gun, as he looked around, but a fist had knocked him right in the back of the head. Spider-Man rolled right out of the way, throwing himself behind a reception desk, before he propelled himself up and three lines of webbing wrapped around the legs and arms of another guard.

"I see him, the web slinger!"

" _Uh oh, better move," thought Spider-Man._

Spider-Man ran up the walls and propelled himself right behind the guards, before he knocked one of them down, but he was shot right at, which caused him to move around. Unable to get a direct shot on anyone, Spider-Man flipped over, and threw a chair into the air, before he bounced off of it, somersaulted in the air, and webbed one of the guards around the eyes.

"Call for back up!"

"Ah, you guys are just doing a good enough job at shooting at me yourself!" taunted Spider-Man as he propelled himself, but the ceiling was shot at, forcing him to swing over as he dodged and pivoted around, before he slid on the ground on his side, wrapping his webbing around the ankles of his adversary and yanked it.

The guard crashed right to the ground, on his face and Spider-Man found himself trapped right in a corner, with nowhere to go.

" _Well that didn't work out as well as I thought," managed Spider-Man._

Right before they could close in, one of the guards were clubbed right in the back of the head and forced the others to turned around. That allowed Spider-Man to fly right out and nail two of the guards, wrapping webbing around them. He could see other guards drop right down to the ground, as he webbed himself to a light fixture, before he pulled it down.

With a crack, the light fixture wrapped around the head of the enemy, as he spotted Daredevil, nailing one of the guards right in the face with a baton, before two of the guards were knocked right out. An entire pile of bodies were on the floor right in time, all with minor but non fatal injuries, as the two heroes turned to face each other.

"Umm, thanks," said Spider-Man as Daredevil remained silent for what seemed like some time.

"You're in now, Spider-Man," said Daredevil grimly. "And not halfway, you've landed right in one of the Kingpin's bases of operations. He knows we're here."

"I figured that," said Spider-Man.

"He won't let us live now," said Daredevil. "And he's likely to make it out of here before we can reach him but he will want to silence you know for disturbing his operations."

"Not if we stop him," said Spider-Man. "But we need to work together."

"It won't be easy, the Kingpin has more than a few surprises," said Daredevil. "He's likely to shut off the elevators. Up the stairs and be prepared to fight for your life."

"Right," muttered Spider-Man as they ascended the stairs, but immediately before they reached about five or six steps, his spider sense went into overdrive but Daredevil threw himself to the ground, rolling forward, dodging the gunfire, as more thugs stood right on the landing. Spider-Man shot a line of webbing, before he wrapped around the ankles of one of the thugs and yanked him down the stairs.

"Don't let them up here, or the Kingpin will have our heads!"

Immediately Spider-Man kicked said thug right in the head, and continued to do battle up the landing. He took a deep breath.

"Keep moving, there will be more," said Daredevil.

" _We'll never make it in time," thought Spider-Man. "No, focus, not on the negative, there's got to be another way."_

Sure enough, just as they had met even more enemies right on the second level of the building. Spider-Man catapulted himself using his webbing right up the stairs, before he nailed two of the thugs, as he saw Daredevil do battle.

"You guys, just won't give up," muttered Spider-Man, as a thug charged him but he fell right down the stairs. Spider-Man scaled the wall and the wall crawler knocked him down. Daredevil continued to batter his enemies, as the fight continued to rag on right on the stairs.

Daredevil buried his fist right into the stomach of one of his attackers, and knocked the wind right out of him and two of them were taken out on one blow.

"We have three more floors," muttered Spider-Man, as Daredevil knocked out the last thug. "There's got to be a quicker way of getting up there."

"Kingpin's likely blocked off the elevator, the stairs are the only way," said Daredevil.

"He turned off the power, but if he turned off the power, there is another way," said Spider-Man as he swung around. "I've got a plan, I think it'll work, it has to work. Trust me"

There was a pause and Daredevil nodded.

"I'll hold them off on this end and meet you there," said Daredevil as Spider-Man made his way over the elevator, before he grabbed it tightly. He strained, as he managed to pull the doors opened, before he managed to ascend the wall right inside the elevator shaft.

" _Thankfully Kingpin didn't think of everything," thought Spider-Man, but his eyes closed. He immediately expected some kind of defense, but nothing came. Spider-Man crawled up, hearing the signs of combat right outside. "Daredevil can handle things. I get my one on one time with the Kingpin. If I can catch him."_

Spider-Man sensed he was close and he kicked the elevator door in, before he ducked and rolled right behind a potted plant. Two lines of webbing caught two of the guards right off guard and knocked them down, but the third guard attacked Spider-Man, despite being disarmed. Spider-Man blocked his attack and continued to do battle right with him. The guy was a bit tougher to take down immediately, but Spider-Man swept his legs, before he landed right on his face.

Spider sense and Spider-Man dodged, as a pencil blasted right through the air at a hundred miles per hour it seemed.

"You," said Spider-Man as he came face to face with the Kingpin's master assassin, the unbalanced and unpredictable, Bullseye.

"You've reached the end of the road, web slinger," said Bullseye, as he stood in a battle stance. "I've got a score to settle with you."

Immediately Bullseye aimed a punch and Spider-Man was knocked down. Spider-Man bounced right to his feet, blocking another attack, as he struggled with Bullseye. Bullseye continued to do battle with Spider-Man,

"Got to give you credit, webs, tough, but last time, I was taking it easy on you," said Bullseye, as he grabbed Spider-Man and kneed him, before he knocked him right into a wall. "Holding back but now, you've incurred the wrath of the Kingpin. I'll enjoy spilling your spider blood."

Spider-Man managed to dodge what appeared to be a death blow.

"Come on, a blind grandmother could hit better than you," said Spider-Man as he kicked his enemy, staggering him, before he resumed the fight.

"Don't mock me!" yelled Bullseye, as he flung a handful of quarters right at Spider-Man. Spider-Man winced, as one of the quarters hit him, very nearly shattering his elbow and Bullseye rushed forward, but Spider-Man rolled underneath it. "Dodge me, I'll make you pay, you web slinging…stand still!"

"No, too busy beating you," responded Spider-Man as he shot several lines of webbing, which Bullseye easily avoided, while the assassin made an honest attempt to crack Spider-Man's skull. "Master assassin, would hate to see the bad assassins!"

"You're just angling for a more painful death," said Bullseye, pure sadism dripping form his voice but Spider-Man rolled and landed right on his feet, before he webbed on Bullseye's hand.

"Look, no hands!" taunted Spider-Man and Bullseye managed to flick a coin with his foot, which Spider-Man ducked and the coin had put a hole right in the ceiling. Spider-Man shot a line of webbing, which spiraled around the feet of Bullseye. "And no feet!"

"You're dead, do you hear me, dead?" yelled Bullseye, as he struggled but he found his mouth webbed shut.

"And no mouth either," said Spider-Man and then Bullseye was knocked right in the face. "And he's out like a light, well got to be careful, because if my guess is correct, the Kingpin should be right up here somewhere."

Spider-Man rushed down the hallway, he could hear a helicopter right on the roof, which indicated that he did not have much time. He rushed at a breakneck speed, to reach his destination.

"Okay, this is the only office up here, so let's see who the Kingpin is," muttered Spider-Man to himself as he grabbed the door. It was locked, but that was something that was only a minor annoyance to someone with spider strength. With a great grip, Spider-Man yanked the door right open and he became face to face with a man who was about to move out of the door. He stood back struck dumb for a few seconds, before everything clicked. "Wilson Fisk is the Kingpin?"

Wilson Fisk, the Kingpin of Crime, no matter what he was called, he turned face to face with Spider-Man, as he clapped slowly for less than a minute, before he turned to face his adversary who had given him trouble for nearly two years.

"My men proved to be a disappointment on this evening, Spider-Man," said Kingpin softly as he put down the case. "It appears, as if I'm going to have to finish the job off myself."

"Well by the looks of you, the only thing that you can finish off as a buffet," quipped Spider-Man but immediately, at a speed and agility not expected by someone his size, Kingpin charged in and punched Spider-Man once right in the face, before he nonchalantly threw him across the room. Spider-Man tried to swing over, but Kingpin caught him in mid attack and put a squeeze on him with a massive bearhug.

"Only eleven pounds of my girth is body fat," said Kingpin, as he tried to squeeze the air out of Spider-Man with his massive arms, as the web slinger felt his back and ribs crack and pop. "You're about to see first-hand what four hundred pounds of solid muscle can do to a man."

"I so wasn't coming here for a hug from a thug," breathed Spider-Man, as he channeled all of the energy he could. The Kingpin had no super powers but yet it was obvious, anyone with that much muscle proved to be an issue.

" _Got…to…break…somehow," managed Spider-Man as he managed to free his arms and reach them up, before he smashed his hands right into either side of the Kingpin's head._

Kingpin struggled backwards, a ringing sensation echoing right through his ears, before Spider-Man tried to attack him but the Kingpin punched him right out of midair, causing him to land right on the ground with a thug.

"You've been a worth work out Spider-Man, but in the end, you know too much," said Kingpin, as he stood right on Spider-Man's head, grinding his face right into the carpet. "And now…"

Kingpin turned, alert, as he was kicked right in the chest, which staggered him face. As the large villain turned on the spot, he came face to face with Daredevil.

"So the guardian devil is here as well," said Kingpin as he cracked his knuckles, as Daredevil stood, as if he waited for the Kingpin to come to him. "Two enemies in one night, a profitable venture."

Kingpin aimed a punch but Daredevil dodged and knocked Kingpin back.

"I'm taking you down once and for all Fisk, I've been waiting for this for a long time," said Daredevil but Kingpin reached under his desk, but Spider-Man shot webbing, causing his hand to be stuck. Kingpin struggled but managed to free himself, dodging Spider-Man, then he dodged Daredevil, before he tucked his head and rolled, before he shot right at Daredevil.

A round of bullets spiraled against the wall, but Daredevil dropped down, and kicked the weapon, but Kingpin pulled out a concealed cane, which Daredevil clashed against his. The two enemies dueled right into the hallway, right over the body of Bullseye.

"You fight well," said Kingpin, but he stabbed Daredevil right in the leg. Daredevil did not show pain but was slowed down. "You don't think you're going to win?"

Kingpin grabbed Daredevil, pushing him right to the side, and Spider-Man swung right into the hallway, right towards the two enemies.

Both of Spider-Man's feet connected with Kingpin's back, as they flew right towards the elevator shaft and began to fall down it. Daredevil managed to grab onto the wall, as Kingpin flew, but Spider-Man sped up his descent.

Daredevil made his way down the ledge. He could hear a large thud right down at the bottom of the elevator shaft, right near the basement. The man without fear dropped down immediately and he sensed two heart beats. One of the Kingpin and one of Spider-Man, that indicated both were still breathing, but had taken a very bad landing.

Spider-Man rose to his feet, having pushed the barely conscious form of the Kingpin off of him. His massive girth had broken a lot of the fall.

That, and Spider-Man's body.

"Spider-Man?" asked Daredevil.

"Fine, just going to hurt like hell for the next couple of weeks due to that tub landing on top of me," grumbled Spider-Man as he winced, and leaned against a stack of boxes. "Fisk is the Kingpin…I can't believe it."

"Not many will," said Daredevil. "There's enough evidence that even Fisk will have trouble explaining away."

"Yes," said Spider-Man. "Look…"

"You handled yourself better than I expected," said Daredevil. "But I stand by what I said. Fisk and people like him are dangerous."

"Nothing taught me a harder lesson than actually fighting him," said Spider-Man. "But since you know who I am, you understand why I do what I do."

"Yes," said Daredevil crisply as the doors opened, as the New York City police spilled in.

"What's going on here?" asked one of the cops.

"Ladies and gentlemen, may I present to you the Kingpin of Crime!" said Spider-Man and there are looks of skepticism and protest when they saw Wilson Fisk. "Look, there's evidence right here and plenty more upstairs. And I'm sure you can connect the Kraven incident where he kidnapped Parker to him and a few more other things."

"Spider-Man wouldn't have attacked someone like Fisk without a good reason," said Captain Stacy in a reasonable voice. "He says that there is evidence. I know what you all know about Fisk but things might not be what they seem. Get Fisk medical attention and keep an eye on him until we can sort this out."

The police watched Fisk right on the floor. The large man was breathing and would likely be fine, but unable to put up much of a fight. Many could hardly believe that a well liked member of the community like Wilson Fisk could be the Kingpin of Crime and even a few who sympathized with Spider-Man wondered if he could make a mistake.

Spider-Man turned right to the side, as he looked right over his shoulder and saw that Daredevil was gone. Perhaps he had left the moment that the police had arrived. Right into the shadows, to remain mostly mysterious and likely to continue the fight against the scum that plagued the street.

X-X-X-X-X

"So, you needed to talk about something important?" asked Harry as he walked up to Mary Jane. "Well?"

"Listen, Harry, I'm sorry if you got the wrong impression, but you're a good friend and I think that's about the best we can hope for," said Mary Jane and Harry just looked at her for a few minutes. "This isn't your fault, really, but it's just…I don't think this would work. It wouldn't be the most awful thing but…"

"I thought we had something," said Harry, but in some way, he feared that this could happen.

"We could have but…there are things, where it just wouldn't work, just too much," said Mary Jane. "And let's face it, you're still on the rebound from Liz, so you're just…"

"I'm not, I swear, I'm over that," said Harry as his eyes darted from side to side.

"Harry, we both know that it was not as clean of a break as you're saying," said Mary Jane. "Just, you're dealing with something and you haven't quite figured it out, and you're finding the easiest solution right now but…I don't think it would work and it will be awkward, best to end it now, before…you start taking things a bit more serious."

"It's plenty awkward right now," muttered Harry. "None of my friends, none of my friends, I thought…never mind."

"What?" asked Mary Jane, but she regretted asking.

"Never mind, its nothing," said Harry. "I'm sorry I got the wrong impression and I'm sorry I jumped the gun into thinking but that's just my fault for thinking that something could go right for me right now."

Harry took a deep breath.

"I've got to go, think about some things," said Harry. "Just, got to get away from everything for a bit and clear my head...just think of some things."

"Okay, well, just do what you need to do," said Mary Jane as things got rather uncomfortable. "Get your head together, and don't take this too personal."

"No, I'm not taking this personally, I'm not fragile, I'm not weak," muttered Harry darkly as he turned. "Well see you around, I guess, maybe."

"Yeah, bye," said Mary Jane taking a deep breath as she watched Harry walk off. He walked off silently, calmly, perhaps a bit too calm.

X-X-X-X-X

"Shocking news today when entrepreneur and well respected pillar of the community Wilson Fisk was reported to be the Kingpin of Crime. Fisk, who is seen in this picture taken earlier this year, was convicted on several counts of drug distribution, blackmail, embezzlement, murder, among other charges. The arrest of Fisk has caused the community to be divided. Many are shocked but accept the evidence is air tight, but others disagree. Some call into question the fact that Spider-Man found the evidence and Graydon Creed, of the Friends of Humanity group, has stated that this is part of a mutant conspiracy to frame good upstanding humans. Fisk has politely declined comment and with only a mere couple of weeks in prison, appears to be a model prisoner. All of Fisk's resources have been seized and many of his business ventures may fold or at least go into scaled down operations."

Peter watched, perched right on the couch, as he looked forward and he clutched a letter that was sent the previous day in his hand.

" _Yeah, everything including my scholarship funds," thought Peter dismally. "So once again Spider-Man gets in the way of Peter Parker, about right. Back to the drawing board, eh, Pete?"_

"It's hard to believe," muttered Aunt May, who sat down next to her nephew as she watched the news. "Peter, don't worry, I'm sure you can get another scholarship from someone else."

"Fisk is the Kingpin," muttered Peter. "Spider-Man…"

"Did the right thing, Fisk was dangerous, more so because no one suspected him," said Aunt May sternly. "He's the one who hired that hunter to kidnap you, right after he sat her the day before, drinking tea, right on our couch. He seemed like a nice man. Which in a way, makes him more awful."

"I suppose," said Peter solemnly as he skimmed over the letter one last time. He did do the right thing by putting the Kingpin away, even if it kind of did screw him over. "Better get going."

"Make sure to wear a jacket, its cold out there," said Aunt May and sure enough, December had come, with a vengeance, with Christmas rapidly approaching.

"Will do, Aunt May, thanks," said Peter, as he held the letter from the Fisk Foundation, expressing their regrets that they would have to pull his funding and assuring him that it was of no fault of his own.

If they only knew.

X-X-X-X-X

"You got it taken away from you, didn't you?" asked Gwen seriously as she looked at Peter who nodded, as they stood outside of the school, where they could talk without being bothered by the Friends of Humanity propaganda that seemed to increase with each passing today.

"I'm glad that the Kingpin's off the street, don't get me wrong and I did the right thing but…" said Peter, and Gwen just cut him off with a kiss.

"You did the right thing, stop while you're ahead," said Gwen seriously. "Look, Pete, you would have been used as some tool for the Kingpin, if you had got that scholarship and could you had lived with yourself?"

"I guess you have a point," said Peter. "I had it and I'm back to nothing."

"You took down one of the biggest crime lords in this city that counts for something," said Gwen, as she gripped Peter's hand.

"Thanks, Gwen," said Peter, as he held his girlfriend in tight. "Love you, don't know how you put up with me."

"Lots of practice," said Gwen with a grin. "And love you too. And I'll never stop."

Right there it started snowing and the warning bell inside the school rang, as they stood outside of the school, which they barely registered, caught in the moment.

X-X-X-X-X

The news broadcast replayed on a screen to the side, as a large metal arm clicked in the air, as it made sure all settings on the machine was calibrated. The figure in the shadows saw the Kingpin had been put away. It would make his conquest of the city a lot easier and he would be considered to be the new supreme crime boss.

Months his Master Plan had been built, stealing technology, gathering resources and man power. Yet, all would be for nothing if he had made sure the plan had went off without any problems.

Calculating all of the probabilities, he continued to make the final adjustments for his machine. Months of careful planning would pay off and with the Kingpin off of the streets and likely his empire shattered, it will make things all that much easier.

X-X-X-X-X

Wilson Fisk lounged in a private cell in a large chair, right next to a big screen television, with shelves stocked with books and a lap top with top of the line Internet connection right next to him. The man who had been recently been disposed of the Kingpin of Crime, cut into a large steak and ate the hearty meal. Off to the side was a luxurious bathroom sweet, clean and pristine, and a top of the line workout room.

Recently Spider-Man and Daredevil had took the Kingpin down and exposed him as Wilson Fisk to the public.

This had been the first vacation he was able to take in years. He had connections and favors owed to him still. At the expense of the taxpayers, he was able to live a moderately scaled down version. The fact that he had peace and privacy from the public eye was a handsome bonus.

"Mr. Fisk, the day's newspaper and there was a letter for you," said a guard.

"Thank you Carter, how's your wife and son?" asked Fisk.

"They're doing good, Mr. Fisk, thanks for asking," said Carter, as he handed Fisk. "I'm sorry that Spider-Man got you thrown in prison."

"No, need to apologize, Spider-Man did what he felt he needed to do," said Fisk as he looked relaxed, as he put his newspaper down, before he opened up the letter and looked at it. It had only one word.

**Checkmate**

Then in the corner, scrawled was a crudely drawn picture of a Goblin in a green marker. Fisk took the piece of paper and just looked at it.

"So you did," muttered Fisk. "Well played, my friend, but one day the tables may be turned."

Fisk tossed the paper to the side and continued eating his steak. He was safer than most in the city right now, as by taking down his empire, he imagined the ensuing chaos that would soon occur when everyone fought over the scraps.

Spider-Man had no idea what he had unleashed. The Kingpin was a necessity to keep the peace in the crime world.

**Coming up Next, the Master Planner puts into motion his plan, Silvermane is released and plans to reclaim his previous empire, and the city just degenerates into chaos with the Kingpin's empire splintered. Spider-Man feels obligated to clean up the mess that he indirectly helped make. Join our web slinging hero in Up for Grabs Part One: Today is the Day.**


	77. Up for Grabs Part One

**Chapter 77: Up for Grabs Part One: Today is the Day**

"The holiday season is upon us, but the chaos of last minute shopping amounts to nothing compared to the bloodletting that has occurred after Spider-Man's defeat of Wilson Fisk, better known as the Kingpin of Crime. Several splinter factions are vying for territory."

"Two members of the New York City Police department were killed today, three others were critically wounded, trying to stop battle between factions of the Kingpin's former criminal empire."

"Innocent civilians were caught in the crossfire today, as an understaffed police force continues to try and find answers…"

"The Mayor urges the citizens not to panic…"

"People are recommended to stay indoors and lock doors and windows. Do not go out in the city past dark…"

"Solutions to the gang war going on in New York continue to elude police. Captain George Stacy claims that he is working to try and keep a peaceful situation but warns people to take the situation seriously and remain careful…"

"Three teenage girls were gunned down in a drug deal gone wrong…"

"The Mayor has been reported to say that he is getting the situation under control…"

"A suspected top lieutenant of the Kingpin has been gunned down along with his family and two friends, gangland style…"

"Murderous vigilante has been rumored to engage warring gang factions. Man is reported to be dressed in black, in a trenchcoat, with a skull on his shirt, with a variety of weapons. Police fear gang war is a breeding ground for more vigilantes and strong warnings have been issued to not take the law into their own hands…"

"Convicted crime boss Silvio Manfredi, better known as Silvermane has just been released and picked up from Ryker's Island. While Silvermane has served his sentence, there has been speculation that he intends to establish his former criminal empire."

"Official word from the office of the Mayor is that the situation is being blown out of proportion by the media…"

"Spider-Man while saving a group of children who were caught in yet another battle between former Kingpin factions has been reported by eyewitnesses to have been shot. It has not been confirmed whether or not Spider-Man has suffered fatal wounds in the attack, but we will keep you posted."

Bits of news filtered into the city, as those following the situation continued to see the events unfold.

X-X-X-X-X

Gwen's eyes darted from her cell phone, right to the front door several time. She had been a bit on edge since the news came in a few minutes ago that Spider-Man had been shot. She tried to remain calm, it would do no one any good to jump to conclusions.

Especially the worst one.

Even if it could have seem like the most likely one.

A knock on the door had brought her right out of her thoughts and Gwen jumped right up, before she swiftly turned the door knob.

"Peter," gasped Gwen as Spider-Man staggered inside, favoring his shoulder, as blood dripped, immediately, she gingerly lead him inside, before she shot the door and blocked in. "Your shoulder….hospital, we need to get you to one now."

"No, Gwen," said Peter in a dazed voice, he had lost just enough blood for him to be slightly disoriented.

"Peter, you've been shot!" yelled Gwen.

"Yeah, I realized that," said Peter. "Look, Gwen, do you know anything about removing bullets?"

"Dad taught me but…Peter, absolutely nuts, you need to see a proper doctor," said Gwen as she took a deep breath and closed her eyes for a few seconds, then returned to the matter at hand. "I know first aid, enough to help you but…"

"Then help me please," said Peter and Gwen sighed.

"Alright, but you do know this will hurt like hell without an Anesthetic?" asked Gwen and Peter nodded. She moved over to get the necessary that she needed. Then she removed Peter's top quickly to be able to tend to the wound in question. "Bite down on this."

Peter felt dazed, then immense pain, not really telling what Gwen was doing, due to being slightly disorientated from the loss of blood.

"Told you so," muttered Gwen, as she cleaned the wound and applied a bandage to then. "I'd feel a lot better if you saw a doctor but I think you'll be okay, it might hurt if you make any sudden movements for a couple of days. And rest and eat something, you just been shot in the shoulder."

"Sorry about the blood stains," muttered Peter but Gwen waved it off.

"No sweat, those come out pretty easily, if you know what you're doing."

Gwen just turned, to hide her concern and took a deep breath. Spider-Man had defeated the Kingpin, which erased a storm cloud but created an entire mess of tornados.

"Is it…as bad as they're saying?" asked Gwen.

"No, not as bad as they're saying," said Peter, as he shook off the cobwebs and Gwen relaxed. "It's worse."

"Of course it is."

"Well, let's just say that I had to break up about three fights before someone got a shot in on me, in about less than an hour. Your dad's doing a good job out there, he's fine, but…."

"In over his head, I know, here eat this, you'll feel better."

Gwen sat down, as she held onto Peter's uninjured side.

"I don't know what to do anymore, police are trying, Daredevil's somewhere out in this, I heard whispers," said Peter, somberly. "I don't know what's going on, instead of shutting down Kingpin's empire, I just…well it just broke apart and now everyone's fighting over bread crumbs. And Silvermane and the Master Planner and everything else on top of that."

"I wish you didn't feel the need to do this," whispered Gwen, as she leaned in.

"You know I have no choice," said Peter. "And as soon as I'm back on my feet, I'm…going to have to go back there."

"I know," muttered Gwen, as she held onto Peter's hand. "I shouldn't be worried about this, I know what you can do, but this somehow seems so different. People are dying, getting shot, in their own homes."

"Gwen, you worry because you care and I appreciate it," said Peter, as he lightly cupped his girlfriend's face. "If it was the other way, if it was you out there and me in here, watching….I think it would be the same both ways. You'd risk your life and I'd worry myself…it's okay, but I'll survive, I got shot once."

"Just wish you didn't get shot at all."

"Yeah, I would prefer that too."

"Please, rest here, stay with me tonight, go back out there in the morning."

"Okay, Gwen, for you, I'll do that…"

"I mean, unless it's something really bad, worse, like end of the world, I wouldn't want you keep from that."

"If you're sure…"

"Yes, I'm sure."

"Okay, I'll tell Aunt May that I'm staying here tonight, think she'd prefer that I don't go out there and risk the trip home."

"Thanks Pete, this means a lot to me."

"You know, I'd leap off a bridge for you, Gwen."

"Please don't."

"Okay, relax, you know I love you."

"I know, I love you too."

X-X-X-X-X

Several tired and rather worn down faces surrounded in the police station, as they stood, all they could do was wait. Any leads were followed up on, but with the unpredictable nature of the gang war that was going hard, it was difficult to follow any uninformed procedures. Yet, it had to be done by the book, even if those monsters out there were rapidly torching said book.

"Look at us, slaving away, while the Mayor is in his posh office, hiding under his desk, and telling everyone its okay. I've been out there, it's not okay."

"Nutcases everywhere, things were better with the Kingpin on the street, this is all Spider-Man's fault, he should kept his nose out of this."

"And Stacy's protecting him, won't hear a negative word about him, we should be hunting him down and throwing him in with the rest of the filth."

"Ladies, Gentlemen, I know you're tired," said Captain George Stacy, as he looked rather worn down himself, bags underneath his eyes and looking like he aged several years. "Now is not the time for blame, Spider-Man did what he had to do and if given the chance, he'll do what he had to do again I appreciate all of the work you're putting in, this close to the holidays."

"None of us will have much of a Merry Christmas or Happy New Year if this isn't dealt with," said Jean DeWolff, as she looked around. "I was there, I saw Spider-Man, he got hit right in the shoulder, point blank. Another inch and…well…we don't even know if he bled to death. No one's reported anything."

"Spider-Man wouldn't have gone to a traditional medical facility, too much of a risk," argued Captain Stacy. "But…he's not at the Baxter Building, then again, no one is, the Fantastic Four are another world, on a mission. Iron Man is out of the city, even the X-Men appear to be off the grid. It appears that the heroes of this city have been driven away by more global or even galactic manners."

"You actually considered working with those mutants…"

"Spider-Man has worked with them in the past, so I felt it was prudent, as he might have gotten medical attention there," said Captain Stacy, but he remained silent and thoughtful. Spider-Man did seem to have some help and if what he suspected and what he knew for some time was true, he had a hunch, but obviously neither would admit it if he was right.

Plus plausible deniability seemed to be the best thing for a professional standpoint.

"Heater's busted on top of everything else, one of the coldest nights of the entire year…"

"Yes, that can be fixed later," said Captain Stacy. "We're going to have another busy one, it's a small comfort that many are remaining indoors, but that won't last forever. They'll get restless. We need to contain the peace. As best we can, where we can legally do this. In some ways, we're handcuffed. Now any leads, follow them, but be careful."

He turned, before he entered his office. He needed to call his daughter and tell her that he would not make it home for about the fifth day in the last two weeks. She understood, but he still felt it was necessary to clue her in.

"Gwen, yeah I'm sorry, I might not come home again tonight, we're getting closer to something breaking, at least I hope we are," said Captain Stacy. "Have you heard from Peter? There were some Bugle people that got shot at and I was…Oh there with you and he's spending the night, fine, his aunt said it was fine, good, keep the doors locked, don't answer to anyone, I'll call you if I can come home. You should be safe with Peter, not that you aren't keeping him safe too, take care, Gwen, you too, I'll talk talk to you later."

Captain Stacy hung up the phone, his theory proven correct, even if obviously he could not directly verify it.

"Never gets easier," said Captain Stacy, who wondered if they would take Christmas off or would continue this senseless violence despite the day. "Let's hope, Spider-Man can get back on his feet and help us, for our sakes."

X-X-X-X-X

The scene was an old hotel on the outskirts of the city, abandoned for years, but where a group of men sat around, playing cards, drinking, and smoking, playing cards, and sharing stories of the past.

"Alright, listen up here, the boss is on his way," said the mobster known as Hammerhead. "You stooges better make yourself look about halfway decent, he's been in prison for a long time and he's not a happy man. And he won't be any happier when he gets here, especially considering that we failed to get that tablet twice thanks to the meddling of that wall crawler."

The mobsters nodded. Spider-Man had foiled their attempts to liberate a very important item months ago and just a couple of weeks prior, then ran right into the web slinger once again and humiliated.

"That's him, sit up straight!" barked Hammerhead as the door opened, with a man of around ninety years old, flanked by two bodyguards. "Boss, welcome back."

"Hammerhead, a disgrace, much like you, did any of you even bother to clean in all of the time while I was gone?" asked Silvermane as he leaned on his walking stick. He had grizzled features. "Never mind, I'll be able to lead you all once again, once I regain my youth. Now, bring me the Tablet of Time and we'll be able to take this city back."

There was a very uncomfortable moment of silence. Hammerhead swallowed hard and he looked at his grizzled old boss, who could still likely smack him around even at his advanced age.

"You see boss, there were circumstances where we couldn't get the Tablet of Time, in time," said Hammerhead with a gulp. "We tried…"

"Special needs children try, Hammerhead, I expect my men to succeed!" snapped Silvermane angrily. "What dim witted excuse you could you have dreamed up right now?"

"It was that Spider-Man, boss," piped up another member of the gang.

"Spider-Man?" asked Silvermane with disdain. "Is this some rival gang boss or something?"

"Ah, I've got a picture right here, he always shows up in the paper," said another gang member. "He ain't no crime boss, he's some kind of do gooder, like something out of a comic book or something."

Silvermane snatched the picture away, and got his first glimpse of Spider-Man.

"What is this nonsense?" asked Silvermane, eyes narrowed and voice low and dangerous. "You mean to tell me that the thing that stopped you from stealing the Tablet of Time was some fruit in a suit! We used to call this trick or treat."

"Boss, you don't understand, he's tougher than he looks," pleaded Hammerhead and Silvermane smashed his fist into the table.

"Back in my day, men were men and didn't lose to some child who wears a Halloween costume," said Silvermane through gritted teeth. "And Spider-Man? There is no man who dares look Silvio Manfredi straight in the eye and mock him and a spider? Insignificant pests that can be squashed, just….like…this!"

Silvermane smashed his fist right onto a helpless spider, killing the creature instantly.

"This Spider-Man, I want to see him finished and I don't want to see blood, I want to see gore," said Silvermane as he breathed heavily, red in the face. "DO YOU HEAR ME? I want to see this spider squashed. I want to see this man with bullet holes in his lungs! I want you to pump him full of bullets. Then, I want you to build a parking lot right on top of his bullet ridden, rotting corpse. I want him six feet under, so I can urinate on the ground he's buried under. DO YOU HEAR ME HAMMERHEAD? Then you better get the Tablet of Time, or you'll be underneath a parking lot right next to him."

"Right, yeah, boss, sure, sure," stammered Hammerhead. His boss might just drop dead of a heart attack, but Silvermane took the time to compose himself.

"It's time to teach this city a lesson of who runs the city, not some spider, not some upstart like Fisk, not anyone else," said Silvermane, as he leaned on his walking stick. "Today's the day, I take back my city."

The mobsters nodded. They had been in scuffles with the various pockets of the Kingpin's old forces, but with Silvermane back in command, they would be back on the top of the food chain.

X-X-X-X-X

"Good thing you brought something tangible back Leeds, but this war is getting…LOCK THE DOOR BEHIND YOU!" bellowed Jameson. "Now, did any of you find out anything about Spider-Man? Is he alive? Dead? Grown extra arms? I need to know and know now."

"I don't know, anyone else know?" asked Ned Leeds as he shook his head, a bit shaken. Reading about what was out there and being out there was too different things.

"Nothing yet, Jonah, he saved those children and managed to distract those mobsters long enough for the police to get in, Peter doesn't know anything, he's normally close to the action," said Robbie. "The Globe beat us to the punch…"

"Brock," said Jameson in a grim voice. "Ungrateful little rat, taught him everything he knows…never mind, we'll get the story. Be careful all of you…I'd hate to lose anyone out there and it costs too much to train up someone new. We're going to be working around the clock, and…yes, you'll be paid overtime."

Jameson shuddered at the word. This would be a lean month for profits with all of the overtime that he had to pay. He returned to his desk, to make a few phone calls. The police was run ragged, the Mayor was trying to appease the situation, mob warfare had had innocent people caught in the crossfire, no one knew where Spider-Man was, and Jameson had to pay his employees more overtime than he had in the last ten years put together.

X-X-X-X-X

Norman Osborn moved at a brisk pace when he stopped, as his son Harry stood right out in the hallway, zoned out.

"Harry, watch where you're going," said Norman, as he glared right at his son. "Something's troubling you, I suppose."

"You could say that," said Harry in monotone. "My friends…"

"Some teenage triviality, figures you're moping around about it," said Norman, as he waved his hand. "Harry, there comes a time where you need to be a man and not worry about how the world doesn't automatically revolve around you. You either make things happen or get out of the way. If anything has happened to you, you've brought it on yourself. And if this is about some girl, that makes you even more pathetic. Women use you, I can guarantee you that women don't like people like your personality."

"Look it's nothing like that, I just think that Peter and Gwen are keeping something from me!" yelled Harry. "Don't you understand? NO ONE UNDERSTANDS?"

"Quit whining," snapped Norman. "If Peter's keeping something from you, he obviously thinks that it's something your weak mind cannot handle. Obviously, if you needed to know, you would know. And if you aren't smart enough to figure out whatever it is, then the obvious answer is that you don't need to know. Today's the day where you make a decision, Harry. Stop being a whiny child and man up or get out."

"Fine, Dad, sorry for bothering you, the great Norman Osborn," said Harry as Norman turned ,with disgust and distaste. "I'll never bother you, ever again."

Harry just clenched his fist. He felt himself slipping, but it was the only thing that he had to do, Peter had Gwen, Gwen had Peter, they had to be keeping something from him, and Mary Jane had toyed with his emotions before shoving him to the side. He had no one.

The harder he tries to grab onto control, the more it slipped away from.

A brief voice that said he was being paranoid was crushed.

He'd show them all. They'll all be sorry.

X-X-X-X-X

Peter stirred slightly, as Gwen laid against him, arms wrapped around him, asleep. They had fallen asleep many hours ago, each other's arms. In the dark, he saw that it was almost four in the morning. He was out light a light. Gently, Peter pulled himself away from his sleeping girlfriend and tucked the blanket around her, before his eyes spotted the television, which had been left on, with the volume nearly on mute.

His eyes widened, as there was a breaking news story, where several buildings were on fire. Apparently more causalities of the gang war right now. He spotted scrolling around the screen. It indicated that he was missing right now but that was not what caught his attention.

**Hostage crisis, civilians trapped, threatening to shoot them if Spider-Man doesn't show up by sun up, six adults and seven children confirmed to be captured.**

Peter stepped away and looked right at Gwen, who was soundly sleeping. He could not bother waking her. He reached into his bag, before he pulled out his spare Spider-Man outfit and refilled his web shooters.

"I'll be right back," muttered Peter in a soft voice, but Gwen remained asleep and Peter pulled on his outfit.

Quietly, and carefully, Spider-Man managed to slip out and make his way out into the city, to deal with the hostage situation. His shoulder was a bit sore but he had to deal with it.

X-X-X-X-X

"Hammerhead, no sign of the web slinger yet."

"He'll come, if he knows what's good for them," said Hammerhead as he stood back. "Silvermane wants the spider squashed tonight and I've got a score to settle with the bug, after he made a fool out of me. If he doesn't come, we start filling these folks full of lead. Starting with the kids. Hate kids. Bunch of whiny brats."

The mobsters stood alert, as the hostages were trapped in the next room, tied up, awaiting their fate. Hammerhead's ears perked up, as he heard a noise.

"Is that Spider-Man?" asked one of the mobsters in a hushed voice.

"He's here," said Hammerhead, cracking his knuckles. "Let's give him a suitable welcome, boys."

A movement in the shadows, as the mobsters began to fire right into the shadows up high and a large thump fell right to the ground. The mobsters moved right over.

"Just a dummy," said the mobster, but immediately, webbing wrapped around his arms, as he was pulled up.

"You two would get along just great," said a voice and with a clatter, two more mobsters found themselves hung upside down.

"Shoot him!" yelled Hammerhead, as he watched his men get picked apart from the shadows one by one, disarmed. "Bunch of amateurs, can't even properly put the screws to one pesky bug!"

Hammerhead stepped over and smashed open a crate. He pulled out a large bazooka.

"Alright, you web slinging weirdo, time to blow you back to the freak show where you came," said Hammerhead, as he pulled a trigger and a large blast blew a hole right through the ceiling. "Stand still so I can put you on ice."

"Who writes your dialogue anyway?" asked Spider-Man before he spoke in a stereotypical 1920s gangster voice. "See, we're going to stomp the spider, see, and we're going to put the screws to him, see, its curtains for him, see. We're going to fit him with some cement shoes, see, better go get Rocky and Mugsy so we can squash the spider, see. "

"Shut up," said Hammerhead as he fired two more times. "SHOW YOURSELF, YOU LITTLE SHIT!"

"Hey, watch it with the potty mouth, pal," said Spider-Man and with a swift motion he web yanked the bazooka right from his hands.

Spider-Man moved for Hammerhead, but the gangster just stood there. Any shot to the head would be shrugged off.

Unfortunately for Hammerhead, Spider-Man was not aiming for the head. His aim was more south of the border.

As Hammerhead found out the hard way, as he dropped to his knees, cupping his crotch and wincing in pain.

"That's dirty," grunted Hammerhead in pain.

"And shooting someone with a Bazooka is sporting and perfectly fair play," replied Spider-Man as he prepared to web Hammerhead up but his spider sense was activated, and a shower of bullets spiraled towards him, which forced him into evasive moves.

"Another splinter faction," grumbled Hammerhead. "Sorry, Spider-Man, but we're going to have to cut this date a bit short, see you later, if you're in one piece."

"And here he is, leaving me to pick up the check," muttered Spider-Man. "Time to play limbo with lead."

Spider-Man waited, as the doors of the factory opened, but immediately tear gas was shot in. The wall crawler placed his hand up, shielding is his eyes, as the New York City Police Force.

"Hammerhead snuck out the back way!" shouted Spider-Man.

"I'm afraid he's long gone by now, Spider-Man," said Captain Stacy. "The hostage situation was bad, but you seemed to deal with most of the kidnappers, except for Hammerhead. Of course, another faction had to stick their nose right into here."

"Guess I made a mistake with taking down the Kingpin," said Spider-Man.

"Maybe," said Captain Stacy. "But, this conflict was brewing for some time. So it's hard to tell if it would have been better or worse. The important thing is that you've managed to save the hostages and take down most of the kidnappers….lead them out once we get the all clear."

" _Silvermane, he has it in for me and I haven't even met the old guy," thought Spider-Man. "Well I foiled Hammerhead stealing that stupid tablet before, but really, that's a bit extreme wanting to kill me for that. I mean, some antique can't be worth my life."_

"We've had a long couple of weeks, but you know that," said Captain Stacy but he paused and Spider-Man turned around. "Just a practiced behavior, looking over your shoulder, but you know the hazards better than anyone."

"Indeed," said Spider-Man right now. He had a feeling that the battle was just beginning although the air of mystery about what was beginning stumped him.

Little did he know of the microscopic camera that had pinpointed his exact location.

X-X-X-X-X

"Perfect," muttered a voice from the shadows. "Spider-Man is out there, dealing with the Kingpin's former gang members, squabbling over bread crumbs. I have managed to assure that they lose and only I win. Months I had planned this and I will prove that scientific brilliance will rule out over brutality. Now to test the device, plan is in motion, logging details of experiment, starting now. Today's the day where I take what's mine."

A metal arm reached up, and latched onto the lever.

"Pleasant dreams, you meddlesome arachnid," said the voice and the lever was pulled.

In a flash, the entire city descended into anarchy.

X-X-X-X-X

At that moment, Spider-Man stood right there, moments after talking to Captain Stacy, but he found that it took an extreme amount of effort to move his mouth to talk and he struggled to shift his eyes over to see that everything had been frozen right in motion around him or at least had been slowed down to an absolutely dismal crawl.

" _We might have a bit of a problem," thought Spider-Man, as he couldn't even lift his legs to make a step forward, he could barely lift his eye lids to blink and no one else seemed to have much better look. It was beginning to be a laborious chore to even draw breath "And by bit of a problem, I mean a huge problem."_

**Coming Up Next, Spider-Man has to find a way to stop the Master Planner from using his deadly device before he crushes the helpless citizens of New York until they can no longer breath. Yet is this the end game for the Master Planner or merely the open shot? And another player in this war begins to mobilize, as if Spidey didn't have enough to worry about. Join us next time in Up for Grabs Part Two: Menace of the Master Planner.**

 


	78. Up for Grabs Part Two

**Chapter 78: Up for Grabs Part Two: The Menace of the Master Planner**

" _What's causing this?" thought Peter as he tried to lift his arms but the effort had been mostly in vein. "Let's see Parker, you're supposed to be a genius, figure this out. Someone is slowing movement, some powerful device, surely they can't be mucking around with gravity, but it feels like things are about ten times heavier than they should. Which is even a problem for someone like me. Normal people, crushed. Can barely even lift my eyelids to blink"_

Spider-Man could not even begin to look around because by his calculations, it would take him moments to make it across the room and would tire him out. He could not even sense anything around him but at that moment, his spider sense went right into overdrive and suddenly, he was thrown forward and landed on the ground.

"Spider-Man," gasped Captain Stacy as the shock of having full movement returned to him propelled right throughout his body. "Are you…"

"Fine," managed Spider-Man as he pulled himself off of the ground. "One minute, we're here, the next minute, it's like some kind of super slow motion…"

"I know," agreed Captain Stacy, as he shook his head. "Whoever did this…they can grind pretty much everything to a halt."

Spider-Man turned around, and darted his eyes from side to side, before he moved over. Any hint, any clue, but there was no idea what caused the disturbance.

"Nothing, nothing, not a think, nothing that clued in my spider sense, until after it happened," muttered Spider-Man.

He drew in a breath, before he turned around and looked. The gangsters were still incapacitated so he was at a loss.

" _I don't really know how this has to do with anything or anyone's…master plan?" asked Spider-Man as he stopped suddenly. "Wait a minute, master plan, Master Planner?"_

"The Master Planner, of course, whatever this is, part of his plan," said Spider-Man as he moved off, before he swung right into the night. "I've got to go, Captain, find him, before he does some worse."

" _If I can find him, then I can really find out what happened, yeah good luck but still," thought Spider-Man, as he looked down, on guard, in case anyone caught him._

X-X-X-X-X

In the catacombs, surrounded by control consoles, two metallic arms clicked right through the air, as data was printed up. With a quick grab, the print out was out and the figure looked down, and looked at the read out.

"First test was a success. Even Spider-Man was stopped right cold. Even his strength could not battle the force. I am pleased, as it will stop anyone, even any super power do gooder. Just expand its scope, make a few alterations, and the gravitational field will keep all in place. Now, to test, the second function."

A dial was turned, as the second function of the machine was activated and the results of the experiment would be known momentarily.

X-X-X-X-X

"Now, for ten minutes, a mysterious effect gripped the city, in the early parts of the morning, where the citizens found themselves frozen in time. Even Spider-Man was trapped. Low level energy readings have been detected but authorities cannot pinpoint the precise source of the disturbance. Only those within a six block radius on all sides were affected by the attack. The authorities continue to investigate this, along with the continued gang activity right in the city."

Gwen turned towards the television, curiosity piqued. She had slept through the entire thing but it was rather strange. She turned and noticed her cell phone was ringing. Immediately, she grabbed it, thinking it is Peter.

"Gwen, are you there?" asked Mary Jane.

"Oh, hi, Mary Jane," said Gwen, her voice slightly flattened.

"You see a bit disappointed," said Mary Jane.

"No, it's just, I'm expecting a call from someone else," said Gwen. "What do you need?"

"Have you heard from Harry lately?"

Gwen frowned, as she racked her brain. "Not since school got out really, but…he was acting a bit off, a bit cold, what did you say to…"

"I was afraid he'd take it the wrong way," said Mary Jane. "But he's acting…he's not returning my phone calls. I mean, I'm still his friend, at least I think I am."

"Harry's just being…well him," said Gwen. "Do you want to me to call him…I figure I should check on him, I just have a lot on my mind."

"I know, I know," said Mary Jane. "Just, something that he said, I didn't think much about it but now…let me know if you can get ahold of him."

"Yeah, I will, don't worry," replied Gwen but instead of Mary Jane responding, she got static. "Oh come on, brand new, don't do this to me!"

Gwen held the cell phone in her head, but suddenly it was working.

"Mary Jane, sorry, this stupid overpriced thing is failing," said Gwen but she didn't hear, Mary Jane.

Rather she heard someone on the other end of the phone, speaking, rather confused. Italian by the sounds of the voice, and Gwen turned around, as she held her phone.

"Crossed signal, maybe?" muttered Gwen, as she moved right to her computer. "Maybe I can find out what's wrong."

She frowned, as she logged on. There was no connection. She tried another website, nothing.

She checked her connectivity.

It said it was working properly.

Yet, no Internet.

She tried again, resisting the urge to hurl her laptop out the window because the Internet wasn't working.

"Can't be a virus," muttered Gwen. She wasn't stupid enough to open attachments, go on suspicious websites, or click on random ads. "Damn it, why won't you work?"

Gwen tried again, then she tried her cell phone, but still nothing.

Technology seemed to have it in for her this morning.

She wasn't the only one however.

X-X-X-X-X

Over the city swung Spider-Man but he heard a panicked yell belong him.

"Just hang on a minute!" yelled Spider-Man as he saw a man dressed in a suit on the street, with a laptop on the hood of a car and he was cursing. "What happened?"

"My computer's not working," grumbled the man. "The entire Internet, I can't connect at all."

"Oh from the way you were yelling, I thought someone got shot," said Spider-Man, relaxed and annoyed at the same time.

"No, it's worse than that," said the man, frustrated as several people filed outside of the building.

"It's the same thing, the Internet's not working inside now!"

"How are we going to get any work done?"

"What am I supposed to do?"

" _Oh, the Internet's down, everywhere it sounds like," thought Spider-Man. "On the bright side, that's one thing people can't blame on me. I think."_

"I can't call a technician either, my phone picked up some guy in Afghanistan!"

"Are you sure that wasn't the repair line anyway?"

"No, he didn't know anything about computers, at least I think that's what he said."

" _Curious," thought Spider-Man. "Let's see if I can get to the bottom of this."_

Spider-Man swung around the corner. With a swift movement, the web slinger dialed, it was just as well, he needed to check in with Aunt May, so it was just as well. While he was eighteen and an adult, as long as he temporary lived under his aunt's roof, he figured he would offer the courtesy.

"Good day to you true believer!"

"Um, hello," said Spider-Man. "I guess I got the wrong number, everyone's been getting the wrong number…"

"You too, man, I tell you what, all I wanted to do was call the plumber. And I got some woman telling me out I could spice up my love life, that was a shocker. That's not the kind of leak I had in mind."

"I'd imagine," said Spider-Man. "Sorry about that…"

"Don't be worried about it. Have a nice day, good sir. EXCELSIOR!"

Spider-Man put his cell phone away.

" _Well that was an interesting old man," thought Spider-Man in amusement. "So it appears that the Master Planner's master plan is two fold, disrupting all kinds of communication and having the ability to stop people in his tracks. He has something to gain, but what? Well I can't just find out, sitting here and pondering. Got to go out there, and find out what's going on. And quickly as well. People are getting mighty testy without their cell phones and Internet."_

X-X-X-X-X

In the middle of the chaos, in a secret lab, far away from the chaos, Norman Osborn was at work. His son had been an annoyance that delayed him, but he had far more important matters. He watched the city come preciously close to burning over the past few weeks. It wore down the various rival factions. The only variable was this Master Planner, but Osborn had his own technology that would minimize any annoyances.

"Perfect," muttered Osborn has he looked at the chemical compound that had been completed. He walked over and entered a combination, before he popped open the door to side room.

Fisk was gone, the city was in the middle of a huge gang war, and the communications being brought down would serve as an unintended diversion.

No one would ever suspect him. They were too busy looking elsewhere.

X-X-X-X-X

"I won't mince words, the Master Planner has struck hard," said Captain Stacy as everyone has gathered around. "He's hacked into our communication frequency, and whatever equipment he's using, it's not trackable."

"That is by design, Captain Stacy," announced a distorted voice which caused everyone to jump. "Yes, I have the ability to hack into the police frequency. Or any other that I choose. You've been trying to track me down for months, futile, I may add. Even Spider-Man has not been able to take me down and he's swinging around in circles, to try and trap me. As you know, communication is key. Motion is also key. I have a device that can control both so ever how I choose."

"What do you want?" demanded Captain Stacy, as his hands clasped and he sat, jaw firm and set, as he awaited the next word.

"Power," said the Master Planner simply. "The Kingpin had it. Now I have the means to seize it. A couple of hours without access to the Internet and the ability to properly use cell phones should give you a hint of the type of power I can wield. Ten minutes, where I froze the city and much more time, where I could crush it completely flat. Do not think that I will not do more. I have planned this for months and now the city is mine."

"We'll see about that," said Captain Stacy.

"I've already seen to it, Captain," said the Master Planner. "Who is to stop me? Spider-Man? Please, don't consider the absolute laughable notion. I even froze the arachnid in his tracks. You will come to my terms, and I find that we will find this mutually beneficial to all parties."

"I'm listening," said Captain Stacy.

"Your people are being run ragged because of the chaos, it will only get worse from here," said Master Planner. "My employees have the technological capabilities to put out the fires that your men can't. You've seen what I can do. I'll give you all your precious communications back, for the moment. For twelve hours, at least. Then you have to make a choice. My gang will clean up the streets, but we need full reign and full authority. Hand the city to me, and we will fix the mess Spider-Man made when he put Fisk behind bars. Refuse to cooperate, and there will be consequences. You've only gotten a small taste of the technology I now wield."

Captain Stacy remained silent.

"And don't be a hero, Captain," said Master Planner. "Remember, you're out of your league and rest assure, I will take this city whether or not you agree. Only, if we do this the hard way, then I'll apologize for the corpses that will litter the streets. And remember, only a couple of hours without their luxuries sent most in this city into a tizzy. I can do far worse and for far longer."

The Master Planner paused.

"Twelve hours. I'll be in touch."

"What are you going to do?"

Several people voiced similar questions.

"I think that's something I'd like to know to," said Spider-Man and several of the police officers stood rather rigid and a couple had reached for their guns.

"Stand down," said Captain Stacy. "He's our best chance in taking down the Master Planner. In the meantime, try and track him again, even if it gets us some false lead, more than the no lead we had before."

With that point out of the way, Captain Stacy turned to address Spider-Man, who sat, and waited.

"How much did you hear?" asked Captain Stacy.

"Enough to know we're in pretty deep if we don't find this guy in the next twelve hours," said Spider-Man. "He's masking where exactly he is. Getting a fix on him will be next to impossible, even if I had the right equipment. We're in quite a fix."

"I am willing to hear any suggestions, Spider-Man," said Captain Stacy.

"Hand him the city," said Spider-Man suddenly and Captain Stacy just turned, taken completely aback.

"I beg your pardon," said Captain Stacy. He had respected Spider-Man but at this moment, he wondered if he had lost all sense of mind.

"Hand it over to him, I'm completely serious," said Spider-Man.

"Will all due respect, are you out your mind?" asked Captain Stacy.

"No, well yes, but no," said Spider-Man. "He's utterly got us trapped, he's going to fire that thing, there's no way I or anyone else can stop him in twelve hours. Rest assure, it's in our best interest, if you agree to meet him and give him full authority."

"I don't really feel like caving into criminals, Spider-Man," said Captain Stacy.

"I'm not too fond of it either but…this one isn't going to be won head on," said Spider-Man. "Agree to meet him, it will work out, trust me."

Captain Stacy stared at Spider-Man but he got the message loud and clear.

"We have no choice, I'll get in touch with the Mayor, I'm certain he'll jump at a chance to get the entire city off of his back," said Captain Stacy.

" _I just hope that this works, I'm taking a big gamble on this one," thought Spider-Man. "Here goes nothing."_

X-X-X-X-X

Silvermane angrily put his cigar out on a table as he addressed Hammerhead.

"You let, Spider-Man, slip through your fingers again!" shouted Silvermane. "We're fighting a war to get back my city, the city that snot Fisk robbed me of, and now, some punk who dresses and blue and red pajamas knocks you around and puts some of my best men in prison."

"It won't happen again, Spider-Man caught us off guard, I swear, next time I get my hands on the bug, I'll pulverize him," said Hammerhead.

Hammerhead waited, as Silvermane got to his feet.

"I have something you can't buy, experience, experience with pest control," said Silvermane. "And this Spider-Man is nothing but a pest. This time, I'm going to take care of him myself. He won't see it coming. You act as live bait and I put one right in the back of his head."

Silvermane held a hand gun up for emphasis.

"I'm ready," said Silvermane.

X-X-X-X-X

Gwen just remained silent. She had tried to call Harry the next three times over the past couple of hours but nothing. Having nothing better to do, she turned to the television.

Whoever said watching the news was the number one leading cause of stress was right.

"The ultimatum given by the mysterious Master Planner, to give control of the city over to him, so he can deal with the situation has received a resolution. The city government in connection with the state government has agreed to give the Master Planner immunity against the law, and allow him to do what he pleases to quell the storm. Captain Stacy has agreed to supervise the transfer of power at seven o'clock PM this evening"

"WHAT?" shouted Gwen, eyes widened, and scarcely able to believe a single word of what she had heard.

" _Dad, can't have thought this was a good idea, I'm sure he had his reasons, but that Master Planner, I don't know, he can't be trusted," thought Gwen as she moved forward and stared at what transpired._

"The entire city is up in arms but whispers, hints, that the Master Planner was responsible for most of the city losing Internet and cell phone capabilities this morning for a couple of hours, along with the odd disaster in the early morning hours, states that blackmail may have been involved. Some citizens feel that is necessary to get the gangs off of the street, but others believe this akin to making a deal with the devil. Yet, others feel that there is no choice but to comply. Gang factions continue to maneuver for territory, as we will keep it right here, for late breaking news."

Gwen could not wait a moment longer, she reached for her cell phone. Peter had to know what the hell was going on, surely he was not going to stand by and let this happen?

She tried to call Peter. There had been no answer. She decided to try Harry again, no answer on that front either.

It seems like the rest of the city, she was just an observer to the insanity that was unfolding and the answers were far away.

X-X-X-X-X

In his bed room at that moment, Harry Osborn stood, eyes blood shot as he stared at the pill bottle, the temptation right in his hand. He noticed that both Gwen and Mary Jane had tried to call him, but he didn't feel too bothered about it. He didn't much feel like talking to anyone right now.

He was the master of his life. Not his father, not Gwen, Mary Jane, or Peter, he was the one that was in control but he needed to master that control, with a little help.

"One more, just one more, I need, I'm strong, I'm not weak, I can stop, just one more," babbled Harry, as his hand trembled. "I went without for almost a week, now I can't…I need help, but that would admit that I couldn't handle this, I can handle this. Just one more, I swear, just one more, so I can stop tomorrow. Just one more."

Empty.

He hurled the pill bottle across the room and began tearing it up, searching for more.

"I can't have taken them all!" yelled Harry in a panicked voice, as he felt the world spinning around him as he hurled several more empty bottles that he had forgotten to throw out around his room. "Empty, empty, empty, just like the promises of friendship, how fitting!"

Harry managed to find a bottle, underneath a sweatshirt. He shook it, there were still some pills left. The expiration date was a few months ago, but Harry couldn't be bothered by that now. He turned over, and grabbed a wine bottle that he had liberated from his father's storage cupboard.

"To my health," muttered Harry, as he poured the remaining pills in his hand and downed them, along with a large swig of the alcohol.

X-X-X-X-X

December 23rd was the date. 6:53 PM was the time. An abandoned warehouse in one of the worst parts of New York was the time.

A group mobilized right into the factory. In a matter of moments, a daring move would occur. The Master Planner had bedeviled many, and had stolen a lot of high end technology. All for the purpose of this end game.

Time was running down, for them all.

There was certainty that someone was going to come out a winner.

There was a sad certainty that many other individuals would come out big losers.

It was time.

"Let's go," said Captain Stacy, jaw firmly set, as his eyes darted above, and some of his most capable people followed him. Yet they were outmatched, given the taste of the technology that the Master Planner gang had been known to wield.

Yet it was not what he knew that worried him.

It was the harsh mistress of the unknown.

That was most troubling.

X-X-X-X-X

About around this time, one of the splinter factions of the Kingpin had holed right up. Several causalities had occurred, although they smacked around a few people as well, so not all was lost.

"Alright, we've got a few of them, but we're still losing on the east side, and now we can't afford to look weak or scared. We can put them down, we're the most loyal, the toughest, the Kingpin's greatest. Fisk might be in prison but we can take his empire and rebuild it. Kill anyone who stands in our way, whether it be that old geezer Silvermane, the Master Planner, Spider-Man, or anyone else who's trying to stand in our way."

At that moment, there was a slow and loud clapping sound from the shadows.

"Bravo, an excellent speech, too bad it won't do you any good!" yelled a voice from the shadows as he stepped out. The members of the gang turned, to see a green figure, dressed in purple, hovering right over them on a glider.

"What are you, freak?" asked one of the gang members.

"It's true, I haven't introduced myself, and it's been a long time coming that I've come out, but call me, the Green Goblin," announced the Green Goblin as he submerged right from the shadows. "So Fisk was thrown in the big house and you're all fighting over his empire like rats over crumbs. But you can't think you'll win. Not without some added motivation. That's where I come in. I give the direction, to master the city. Without leadership, you may find conquest difficult."

Goblin turned.

"I elect myself as your new leader, the new Kingpin of Crime so to speak," said Green Goblin, not that they had a choice, the poor fools.

"Forget it, we aren't taking orders from some freak playing dress up with a purse," said one of the thugs but Green Goblin shrugged as he reached into his bag.

"Here, do hold this for me," said the Green Goblin as he handed a pumpkin to the protesting thug, who instinctively and rather stupidly took it.

Seconds later, an explosion echoed right through, as the assembled group watched in horror at the grisly fate of the protesting crook.

"Well, my leadership is really no need to go to pieces," said Green Goblin as he looked around. "I trust no one else has any problems, with working underneath me."

Several people shook their head, absolutely fearful at the consequences.

"Good boys," said Green Goblin in an animated voice. "Now, could someone get a mop? Blood and guts tend to bring down the retail value of a place."

Everyone fearfully moved to comply with the orders. The Kingpin might have been a harsh boss, but this guy was crazed and obviously willing to kill just easily one as one would make a sandwich.

Soon what remained of Kingpin's former empire would be consolidated under one roof once again and then they would take out the competition. Green Goblin watched. It was step one, and then he would come face to face with an old friend to settle the score one more time.

Maybe one last time.

X-X-X-X-X

The Osborn family butler had made his sweep around the house. There was not much to do. Mr. Osborn likely had many activities that took up his time and he was seldom around the house, given his government contracts and his projects to contain mutants. The very nature of the activities was something that might be questionable.

But it was above his station to question. He got his paycheck. He did his work. Like any employee would. It would not really affect his life to answer questions.

Young Master Harry was acting rather aloof but then again, it was above his station to deal with such things as well. Likely, he had his problems, like any young person would, and that really was not in his job description. It was just to ensure that everything in the house ran, while Mr. Osborn went along his many responsibilities.

The butler turned, and noticed a rather peculiar site. Master Harry's door was slightly ajar. He had taken care to secure his door whether he was in the house or outside of it. Even though he thought such thoughts would be outside what his job description entailed, he felt inclined to investigate why this might be.

He had his hand on the door, but he was taken completely aback by the sight.

Harry Osborn was sprawled out on the bed, eyes barely responsive, eyes bloodshot, blue in the face, and barely breathing, with drool out of the side of his mouth, surrounded by pill bottles and a half drunk bottle of wine.

In a swift and practiced panicked motion, the butler immediately darted right towards the nearest phone and dialed for an ambulance.

"My employer's son, he's passed out on his bed, he's barely breathing, get someone up here, immediately, yes of course, the address…"

X-X-X-X-X

The time had arrived as Captain Stacy stood, prepared, as the other officers of the law stepped around him, and an imposing looking young man, dressed in a blue body suit, with a helmet and silvery belt stepped right in, followed by several others, at least a dozen of.

"The Master Planner?" inquired Captain Stacy.

"No, the Master Planner designates far menial tasks to his trusted subordinates," said the leader of the gang. "You've come to a decision."

"We have, and we see that your boss holds all of the cards," sighed Captain Stacy. "You have authority, to do what you must to get the warring gang factions off of the street. We're not happy but we wish to minimize causalities."

"We knew you did," agreed the leader of the gang. "The Master Planner will bring order to the city, through the use of scientific brilliance but first there is the one that is to blame for what has gone on. The Master Planner wants insurance against double dealing, therefore, he wants you to hunt down Spider-Man and put him away."

"That wasn't part of the agreement," said Captain Stacy.

"Consider it an act of good faith, otherwise…well you know the consequences."

Captain Stacy just remained silent.

"Come on now, Spider-Man or the citizens of this city? Surely the decision cannot be that tough? Do you really believe that Spider-Man can be your protector?"

Captain Stacy just looked forward, stoic, before he spoke. "Well, you should ask him that question."

"What?" asked the leader, but suddenly, Spider-Man dropped down immediately, before he webbed up two of the members of the Master Planner gang, and knocked them down.

Spider-Man rolled right in, as the head gang member moved right behind a crate, before he pulled out a communications device.

"Master Planner, Spider-Man is here, it was an ambush."

"Pathetic, but predictable. You know what to do now."

Spider-Man continued the battle, with the Master Planner gang. They were stronger, with their enhanced battle armor, but the web slinger would not back down.

"Just give up," grunted one of the members of the gang, and Spider-Man just knocked him over with a thud.

" _I've got to act fast, see if I can find a lead, anything," thought Spider-Man. "Should have known the Master Planner wouldn't have shown his ugly face here."_

"Surround them and close in!" yelled Captain Stacy. "If Spider-Man gives you an opening to disable one of them, then do it!"

As he pivoted in the air, Spider-Man found the thugs backing off.

"Now!"

Spider-Man watched them touch something on their belts and the next moment, he felt the sensation of being unable to move right at that moment.

" _Stuck again," thought Spider-Man but he looked up, to see the Master Planner's gang moving in on him. He tried to struggle against the force that exerted against him "Oh, that's great. They're having no trouble walking!"_

"Spider-Man's not going anywhere. Your orders Master Planner?"

"Exterminate him where he stands."

Spider-Man remained immobile, as the Master Planner gang pulled out nightsticks that emitted electricity and they prepared to move in for the final blow.

**The battle rages on, as the stakes continue to raise, in Up for Grabs Part Three: Master Planner Exposed, Part Three of this Four Part Story Arc.**


	79. Up for Grabs Part Three

**Chapter 79: Up for Grabs Part Three: The Master Planner Revealed**

Spider-Man stood, absolutely frozen. Surrounded by the henchmen, with electrified nightsticks, and he only had moments before they stuck.. His arms felt like they were weighed down by cinderblocks as did his legs. He tried to struggle, but movement was limited.

" _Got to find away out of here," thought Spider-Man. "Okay, my mind's still working, that's a good sign, only have a couple of seconds, got to talk my way out of this one."_

"Really, that's kind of pathetic," managed Spider-Man as the Master Planner gang stopped right in their tracks. "Going to beat me to death, while weighed down, you can't fight me head on. So you're going to beat me to death, with electrified nightsticks, in those stupid suits."

"Don't listen to the web slinger, he's trying to trick us," said one of the gang members.

"The only trick is that someone convinced you that helmet was a good idea with that outfit," said Spider-Man as he stood, and looked forward. "Yeah, you poorly dressed cowards, you're likely going to kill me. But you know what, you'll always be the people who couldn't beat Spider-Man head on, one on one. So all you get is a hallow victory that a five year old could easily get under these circumstances. Brilliant guys, really tough."

The Master Planner's gang stood right on the place and one of the gang members stepped forward, before he grabbed Spider-Man right at that moment. Immediately, Spider-Man used whatever strength he could and grabbed right onto the thug. He immediately was able to move a bit better.

" _Just as I thought, those belts must be making them immune to Master Planner's machine," thought Spider-Man, as he swung the arm of the captured thug, before he knocked the other members of the Master Planner gang to the side._

"Now, we'll see how we do in a fair fight," said Spider-Man but he shot a line of webbing out and pulled a belt off of one of the enemies, before he snapped it around his waist. Spider-Man began to dodge the attacks. "Just as I thought, one on one, or twelve on one I guess, with movement, you can't really beat me head up."

Two members of the Master Planner gang got nailed right in the head and Spider-Man spiraled right over the head. Two more gang members were webbed together and Spider-Man shot webbing. The wall crawler web bounced off of the face of one of his adversaries, before he sprung in and knocked another enemy down.

"And then there was one," said Spider-Man, as he grabbed one of the Master Planner gang members, before knocked him right down and sent him right backwards, with a huge crash. The members of the Master Planner gang scrambled to the exit, with one of them inadvertently dropping a small portable computer.

Spider-Man webbed onto the end of it and pulled it right into his hand. "Oh look, a prize."

"That never gets any easier to deal with," said Captain Stacy, as he managed to get back right to a standing position, with the others. "He turned it off."

"Toying with us, he can turn it any time he pleases," said Spider-Man as he held the device right in his hand. Spider-Man turned it over. "The Master Planner gang got a pretty clean getaway, but now I have something that I can track them with. If I can get it working."

"Well work on that," said Captain Stacy, as he turned around. "Spread out, and see if there are any stranglers. Do not engage if you have a choice but follow them, see if they lead you anywhere."

Spider-Man stepped over and held the device right in his hand, before he turned it over right in his hand.

"Complicated but not impossible to figure out, let's see what we can do," said Spider-Man as he turned over. "Nothing that tells me anything what it is, let's see if this works, no doesn't work, try now, no, ah I've got it."

Spider-Man looked at the display right in his hand, as it booted right to life. He looked right at it, eyes widened, as it demanded detailed security credentials, obviously so no person off the street could pick up the device and fiddle with it, but it did gave him one important and extremely vital piece of information.

**Property of the Krake Research Institution**

" _Krake Research Institution, the company that….Doctor Carolyn Trainer put together," thought Spider-Man. "So wait a minute, Krake is another word for…Octopus. The Master Planner's gang had technology that Trainer's company developed and Trainer was the number one pupil of Doctor Octopus and of course, it's obvious, why didn't I see it before? The pieces fit, the motive fits, the entire revenge on me thing fits, it makes perfect sense. Why didn't I see it all before?"_

"So anything?" asked Captain Stacy which brought Spider-Man right out of his thoughts.

"I didn't get the device to work," said Spider-Man. "But…on the bright side, I've found our Master Planner. And we might not have much time. He'll level this entire city if I don't stop him."

"Who?" asked Captain Stacy.

"Doctor Octopus," replied Spider-Man in a serious tone of voice. "That's why I got to find him, because if he keeps using that device, I don't know if anyone is going to live to see tomorrow."

"Find him then Spider-Man," said Captain Stacy. "I hate to say this, but the entire city…you might be our final hope.

" _Yeah, way to put pressure on a guy," thought Spider-Man. "Of course, the problem is, I've never put Doc Ock away myself. He's either gotten away or I had help. Oh well, fate of the world, got to find him, before he kills everyone in the city when he tries to take it over. If my guess is right…we're in some deep trouble and there's really nothing more complicated than that."_

X-X-X-X-X

"You allowed him to bait you. Then you lost some of my technology to him. Where if he figures it out and he just may, he can trace it to the source."

There was a moment's pause.

"Good, let him come then. I wish to see the look on his face, when I find out there's nothing that he can do when I take control of everything. The blood of innocents will be on his hands. I'll look forward to personally ripping him to shreds."

The Master Planner, Doctor Otto Octavius, Doctor Octopus, whatever he was called, held his arms, his face twisted into pure menace. He had co-opted the arc reactor technology from Stark, to give him a more long lasting power source for his robotic limbs. Spider-Man would not be able to outlast it.

"Let him come, if he dares, he will be sorry, this I swear."

X-X-X-X-X

At that moment, Harry Osborn laid right in a hospital, barely there, but still alive. He clung desperately to life, but it was uncertain how good of a life he would have if he survived this, with the long term consequences of his vices.

"No one can find Norman Osborn at the minute to tell him his son nearly died," said a frustrated doctor.

"No, the butler said that Mr. Osborn is likely out on business, he goes away from weeks at a time, and does not want to be burdened by personal manners"

"But it's his own son."

"Mr. Osborn is a busy man, he is trying to protect us all, you've seen all of the efforts that he's done with putting mutants away and off of the streets."

"Wonder if he should have done a better job of protecting his son, though."

"Perhaps, but that's not our place. Try to see if he's at Oscorp right now. If he isn't, then we might not be able to reach him until after the holidays. It's a good thing he'll be able to pay for the boy's hospital stay and rehab. Hopefully it does some good."

X-X-X-X-X

Gwen had dozed off on the couch at that time, where she sat all day. It was well after eleven o'clock at night and it had been quite the day, with each bit of news, worse than the one after it. The Master Planner had once again sent a message and there was a hint the worst might be yet to come.

"Hello," managed Gwen in a sleepy voice.

"Gwen, I just heard about it, they said it on the news, I knew he was bad, but this…" said Mary Jane who appeared to be absolutely thrown off guard.

"What is it?" asked Gwen who just rather wished that she would spit it out, because it would be a lot worse that way. Although she didn't need Spider Sense to guess that it is pretty bad.

"Harry, something really bad happened, they said he was found in his room, with bottles next to him, empty pill bottles" said Mary Jane which caused Gwen to bolt up straight, eyes widened. She never could of guessed this, she should of, but she didn't and now…it would explain so very much.

"Oh my God," breathed Gwen. "He's….I can't believe it, how could we not have…I've got to tell Peter about what happened…is he?"

"No, they said he's alive, but he's just hanging on, he's been using for a long time," said Mary Jane. "I don't know how long…"

"When he was kidnapped by the Vulture, he broke his collarbone, he got pain medication, but of course, he said that he was going to stop taking them, and then….he had to slip, with all of the pressure, Harry, why didn't you say anything?" asked Gwen, as she threw her hands up in frustration.

"I guess he wanted to deal with it himself, maybe he thought he was in control or something," said Mary Jane. "It's just…he really slipped in, this is…I didn't push him over the edge…"

"No, don't blame yourself, if Harry was in that deep, something like that isn't going to push him," said Gwen with a frown. "It's just…I don't know, there's no words, I've got tell Pete, all things considered, he needs to know."

"Yeah, well if you call Pete, his aunt's worried sick about everything that's happened," said Mary Jane. "If Peter left your place, he never got home and with everything that's happened…you don't think someone got him?"

Gwen just paused. What if? No, as she found out too many times, Peter was too good at keeping himself from doing something too dangerous. Well mostly.

Still he should be fine. She had to believe that. It was a thought that kept her sane.

"I have to think that he didn't, he just got caught somewhere," said Gwen.

"Yeah, let's hope that's it, I mean, Harry overdosing and Peter…that would be bad, in the same day if something happened," said Mary Jane.

"Understatement," muttered Gwen. "Okay, I'll call Pete, let him know…I'll call you back if I hear anything else."

"Same here," said Mary Jane seriously and Gwen hung up the phone.

"Come on, Peter, pick up," muttered Gwen, as she heard nothing on the other end.

" _Okay, don't panic, really, Peter's likely fighting someone, for his life," thought Gwen. "Or he's following some lead, so I can can wait, or he's unconscious or….no he's okay, he has to be okay, I have faith in this, I have faith in him. Try him again in an hour."_

The night ticked on and Gwen wondered when the next time she would be able to sleep with everything that happened. Peter was out there, her father was still out there doing his job, and Harry was lucky he wasn't dead.

X-X-X-X-X

Right over the town, well past Midnight on December 24th, swung Spider-Man. The bitter cold of the night caused him slight discomfort but his determination pushed on. In the end, everyone would be in more discomfort. He watched right over the sky, as he looked.

Spider-Man landed right on the ground, paused. There was no scuffle between rival gang members right there, which made his job easier.

He had managed to track down one of the bases of operation for the Krake Research Institute.

" _Let's see what's behind door number one," thought Spider-Man as he reached and pushed the door. "No spider sense, good sign. Let's find out what we've got here."_

Spider-Man crept around inside. There were crates, most of them empty. Obviously a lot of the technology had been moved, co opted for the plans of Doctor Octopus. Immediately, Spider-Man stepped around right inside, and reached for the office door. He struggled with the knob and turned it right open.

" _Trainer's office, if I find anything, it has to be in here," thought Spider-Man, as he made his way right into the office area. "I kind of feel bad about not answering my cell phone, but…I can't be distracted. Besides, the entire city is on the line."_

Spider-Man overturned a waste basket in the office area but found absolutely nothing within it.

"Breaking and entering, I see, Spider-Man," said a familiar voice and he turned around to go face to face with Hammerhead.

"Didn't you get enough last time, Hammerhead?" asked Spider-Man.

"Yeah, I've been meaning to settle a little score with you, I don't know why you're snooping around here, I just followed you, that's all," said Hammerhead as he rushed forward and aimed a punch right at Spider-Man but Spider-Man dodged the attack.

"Listen, I don't have time for this, the entire city's…" managed Spider-Man but he was cut off, when he got nailed right in the chest with a charging headbutt and knocked backwards, the wind out of him and Hammerhead lifted up Spider-Man but the hero kicked right off of his chest and aimed a kick, to stagger Hammerhead.

"Time for you to make time, web head," said Hammerhead, as he tried another headbutt, but Spider-Man dodged and Hammerhead connected with some crates to the side. The web slinger dodged around and grabbed Hammerhead, webbing around his ankles and threw him.

"Read my lips, the entire city is on the line, I don't have any time!" shouted Spider-Man as he knocked Hammerhead back and webbed him right to the wall, before he hit him with two punches. Hammerhead hunched over, the wind knocked right out of him. "Got the message, yet?"

"No, but you're going to get one," managed Hammerhead and Spider-Man found his spider sense blaring. A bullet smashed right through the window and sent glass flying in every direction. Spider-Man ducked and rolled, before he managed to see an old gangster from the car.

Another shot but Spider-Man dodged it and web slung over, before he pulled the gun right out of the hands of the man.

"Drive!" snapped Silvermane. "We'll get him next time, if Hammerhead had him better distracted, that useless…."

Spider-Man swung right over. Hammerhead was webbed up, slumped against the wall, he was not going anywhere any time soon.

" _Worry about them later, right now I've got to worry about this," thought Spider-Man_.

With swift precision, Spider-Man returned to the office where he had been searching. The computer was likely locked down with the heaviest encryption. Even the most skilled hacker would take weeks to break through.

Spider sense once again clued him in that something was wrong and he turned to see members of the Master Planner's gang. They faced him but they were prepared, as a grenade was thrown right in the office. A large sonic wave had knocked Spider-Man off balance and immediately, Spider-Man was knocked loopy.

"You were correct in your assessment that Spider-Man would come here," said Trainer, as she looked forward but she pointed a weapon right at his head. "He's down, I can finish him off once and for all…"

"No," said Doctor Octopus. "Bring him to me. The pleasure of disposing of Spider-Man will be mine and mine alone."

One of Spider-Man's eyes flickered open but then he laid completely still when he heard that proclamation.

"Respectively speaking, Master Planner, I have the perfect opportunity to finish him off, we should not squander it," said Trainer, who was inclined to kill him because Spider-Man had been going through her office and snooping though her personal possessions. She only called her teacher out of a courtesy and out of respect.

"Do you doubt my capabilities, Doctor Trainer?" asked Doctor Octopus and the scientist gulped, at the malice in her teacher's voice, the cold fury.

"Absolutely not, it's just…you may becoming obsessed with Spider-Man, with all due respect," stammered Trainer.

"Obsessed, you think I'm some kind of crackpot, mad, deluded by revenge, perhaps" said Doctor Octopus. "It doesn't matter, I'm still your employee. And if it weren't for me, you'd be nowhere. I taught you everything you know Carolyn, but not everything I know. Do try and remember that."

"Of course," said Trainer as she backed off but regained her composure in the face of the thugs. "Make sure he's secure and we're bringing him straight to the Master Planner, right now. The pleasure of eradicating to this parasite is his."

Spider-Man remained motionless, as he felt the Master Planner gang secure him and carry him off to parts unknown.

X-X-X-X-X

Spider-Man was thrown right down to the ground roughly by the Master Planner's gang. The web slinger appeared motionless.

Right on cue, Doctor Octopus showed up, right above Spider-Man, once his gang had fled. Immediately Spider-Man bounced right back up to his feet.

"Okay, Master Planner, or should I say, Doctor Octopus, I've got you right where I wanted you!" cried Spider-Man as he dodged the robotic limbs and pivoted underneath them, before he shot webbing around them wrapping them together.

"One would think that," said Octopus, but immediately he broke free from the strong webbing like it was tissue paper. "And one would be wrong!"

Spider-Man ducked and dodged the robotic arms, as Ock made an attempt to smear his guts right over the lab, as the webs linger ducked and dodged the attacks.

"You've meddled in my plans for the final time, Spider-Man!"

"Yeah, I get that one a lot!"

Spider-Man moved away from the attack, as he nearly was sliced and diced by the attacks. The calm and calculating mask that was the Master Planner had melted away to the crazed, vengeance happy, and rather dangerous Doctor Octopus that our friendly neighborhood hero had known and loathed over his entire career.

Spider-Man immediately was wrapped up with the arm. He struggled against the iron grip.

"No, bad touch!" grunted Spider-Man, as he broke free and managed to kick Doctor Octopus in the face.

A second shot was swatted away and Spider-Man found himself right down right on the ground.

"For almost two years, you've foiled my plans, time and time again, you meddlesome, insufferable, obnoxious, arachnid!"

Spider-Man dodged each and every attack with expert grace and perception, as he saw Ock melt down right before his very eyes. "Only three adjectives, I'm hurt."

Ock gave a dangerous battle cry and knocked Spider-Man right across the room, but Spider-Man slid right under the assault, before he sent webbing but Ock sliced right through them. Somersault right to the rotating buzz saw of the web slinger, but Spider-Man was grabbed by the foot and tossed right across the room.

"This battle is pointless," grunted Doctor Octopus, as he sent the arms right at Spider-Man again. "And you will stop fighting, if you know what's good for you and the poor people in this city."

"Finally figured out you'll never win," said Spider-Man but his latest attempt of an attack was foiled. Doctor Octopus launched him right across the room.

"Halt, Spider-Man, or I'll active my device but while the other two times were mere warning shots, this time the outcome will be very different," said Doctor Octopus as Spider-Man gave mere pause. "Thousands will die this time, all because of your heroics."

"You can't do that," said Spider-Man, struck numb.

"Can't I?" asked Doctor Octopus with pure sadism written on his face. "I can. Even if you do defeat me in battle, the result for you will still be failure. You've failed them all. I understand this about you Spider-Man. For some unfathomable reason, you care. You care about these people and will do anything to save them, even if it means putting your own life at peril."

" _He's got my number there," thought Spider-Man._

"I've been more than fair to give this city a chance to see the error in their ways, but the error is you. Should I choose, should my device be activated, the consequences will be catastrophic. People will be unable to draw breath. They will be unable to pump blood to their hearts. Planes will fall from the sky, cars will crash, life saving medical processes will be unable to be performed, not that it matters. By increasing the strength needed for every action by a factor of ten, you might be able to break through with your spider strength, but the normal people you recklessly save will not last long."

Spider-Man threw his hands down and stood. He had no choice.

"You win, Doc Ock," said Spider-Man flatly and Ock just turned to him with a stoic nod, as four robotic limbs shot out, and grabbed Spider-Man around each of his arms and legs, to pull him up to face Doc Ock.

"It was inevitable," said Doctor Octopus who took a moment to cherish his triumph. "Now, there's only one more thing to do….accessing vocal activation….input factor of ten…activate device."

"NO!" shouted Spider-Man as he struggled against the grip of Doctor Octopus. "You lying…son of a…."

"I have come to one conclusion, Spider-Man, while you might be out of the way, this city is a breeding ground for your type. A breeding ground for fools that will engage in heroics, the fools that will continue to risk their necks always in vain for those who do not appreciate the sentiment. Therefore, there is only one logical course of action. The only way to bring order to the chaos is to destroy it. It is a pity, but I do what must be done."

Spider-Man remained immobilized.

"But, I will do you a small mercy, a mere favor, to rip you right to pieces right before you have to live with the ramifications of what occurred to everyone in the city. No one can save you right now."

Immediately, Spider-Man, inspired by adrenaline, managed to break free and send both of his feet right into the face of his enemy.

"No, I'm not letting you kill everyone!" shouted Spider-Man, with renewed determination, as he began to knock Octopus around.

"It's not what you allow, Spider-Man, but it's what I will do," said Octopus, but Spider-Man nailed him right in the face with a fire extinguisher that hung from the wall. "I'm sure you think you'll outlast me, well with my improved power source, everyone will long since be decayed."

" _Is that…oh no…the arc reactor…he hired AIM to steal the technology from Stark, I almost forgot," thought Spider-Man. "But he can't have…no…that explains too much."_

"Octavius, that arc reactor that you're using, you can't have properly had the time to fine tune it and make it safe!" shouted Spider-Man. "If you made one small misstep, the radiation is poisoning you!"

"I made no mistakes," said Doctor Octopus, as he continued to recklessly attack Spider-Man.

"You're breaking down, pull yourself together," said Spider-Man. "Stark took years to make it completely safe, you had months, if that, it's not technology that you can safely whip up on a slow day.

"You're just trying to distract me, but it won't work," said Doctor Octopus, but Spider-Man continued to avoid them. "I NOW CONTROL LIFE! I WILL END YOURS!"

"You're going mad, Otto!" shouted Spider-Man, eyes widened and frantic beneath his mask but. The fight continued, Doctor Octopus's sunglasses had been knocked off, revealing blood shot and unblinking eyes.

"I…AM….NOT…MAD!" shouted Doctor Octopus, who resembled a rabid dog, very nearly foaming at the mouth.

"You went from wanting to rule the city to destroying it on a whim, how is that sane?" asked Spider-Man without any humor present in his voice, as he dodged the attack, which caused Doctor Octopus to stab himself with the end of his own arm.

"You will pay for that, you blithering simpleton!" shouted Doctor Octopus in pain as blood dripped to the ground as he moved, slowed down.

" _Don't have much time, if my hunch is correct, the offending device is just right beyond that door," thought Spider-Man. "I think I can get him to open it, just got to get it together."_

Spider-Man rolled and sure enough, he smashed the door open. He entered the room and found himself thrown right to the ground.

" _Got to get to the controls somehow, even with the belt on, everyone is counting on me," thought Spider-Man as he struggled against the field that was pulling down. "Do or die now, Spidey."_

Spider-Man pushed himself right through and collapsed on the console.

"Warning: Reaching Critical Output," read Spider-Man. "I know I'm stating the obvious but that isn't good."

Spider-Man took a breath, as he tried to pull open the side of the device.

" _No not that, not that, not that, that!" thought Spider-Man, as he managed to pull out the components that his spider sense told him to._

The device hummed, but Spider-Man felt the hyper gravity around him disappear, and the device gave a hiss before it sputtered to a stop.

" _Just barely saved them all," thought Spider-Man, but an arm smashed right through the wall and pulled Spider-Man right into the other room before he flung him into the wall._

"Ruined everything, you always ruin everything, you always ruin my plans!" yelled Doctor Octopus but he grew suddenly calm and a triumphant expression appeared on his face. "But in a way, while you might have stopped me from winning, you still lose."

"What are you talking about?" asked Spider-Man.

"You saved the city, Spider-Man, bravo," said Doctor Octopus with a malevolent grin. "But, in three minutes, this lab will explode. If my device was shut down by anyone but me, I've set up self-destruct sequence was activate that would destroy anyone who was in the lab at the time."

Doctor Octopus remained unmoving and unblinking.

"Aren't you going to escape?" asked Spider-Man.

"I'm willing to die, but I will die happy, knowing that I took you with me, Spider-Man," said Doctor Octopus.

" _Don't have much time to be conflicted, I need to find a way out of here," thought Spider-Man_

Spider-Man made a move to the exit, but a robotic limb shot out from in front of him to block his way. A second limb tried to get him from behind.

"Look, I can get us both out of here, there's still time, you were one of the most brilliant scientific minds ever, are you going to throw it all away for revenge?" asked Spider-Man.

"I'm willing to if it means to see your end with my dying breath," said Doctor Octopus, but Spider-Man dodged around the attacks, as he launched the debris at Doctor Octopus who dodged it, to smash them with those robotic arms. "In the end, you proved yourself to be the hero, amazing, spectacular, and even ultimate, at the peril of your own life."

Ock smashed Spider-Man down with an attack.

"It would be inspiring…if it wasn't pathetic."

The hero tried to make haste, without being panicked.

Doctor Octopus smashed open the roof of the lab, which indicated to Spider-Man that they were fighting right beneath the city this entire time. Spider-Man tried to make one desperate grab for Ock, but he was not being willing so he had to save himself.

With great power, there must also come great responsibility, so he had to try one more time, to save Ock from his own madness.

"Take my hand, before it's too late!"

"I prefer…you go down with me."

Ock grabbed right onto his ankle, but an explosion had caught Doctor Octopus off guard, and the lab collapsed right from underneath him, as a section of the street had been blown up.

There was thankfully no one who was severely injured, as Spider-Man rolled onto the street, costume torn a bit. He looked down.

By all signs, Doctor Octopus had been buried alive in his own lab.

At the second thought, Spider-Man looked down and spotted the robotic arm of Doctor Octopus poking out from underneath the debris and it still offered some signs of movement.

"Well, it was lucky that something made Ock let go of my leg when it did," said Spider-Man as he brushed the dust off of his shoulder.

Immediately his Spider Sense went off and he turned, to dodge something. An explosion went off and he saw a green gas engulf the area around him.

"No not luck, Spider-Man, more like design."

" _No," thought Spider-Man in horror, as he realized who he was dealing with. "He's back."_

"Welcome to the Green Goblin's New York, Spider-Man, you won't survive the experience," said Green Goblin, as he hovered right above him on his glider and launched another pumpkin bomb right at the web slinger.

**Coming Up Next, the fourth and final part of this story arc, featuring Spider-Man squaring off against the Green Goblin. Need I say more. That's coming up in Up for Grabs Part Four: Hijacked by Goblin.**


	80. Up for Grabs Part Four

**Chapter 80: Up for Grabs Part Four: Hijacked by Goblin**

At Oscorp, right down the hallway, Norman Osborn made his way down the hallway, passing security, with a stoic expression right on his face as he passed the security.

"Mr. Osborn did you…." managed one of the security guards.

"Not a word, I have important work to do this morning, and I'm not to be disturbed," said Osborn as he made his way right down the hallway and opened the office door, before he slipped inside and locked the door behind him.

With a grin, Osborn plugged in a portable drive into the computer.

"Let's see what you're up to, Osborn," muttered Osborn, as he prepared to access the information containing Oscorp's mutant regulation projects on the computer.

X-X-X-X-X

At the same time, Spider-Man dodged the attacks from the Green Goblin, who cycled right around him and launched pumpkin bombs right at him. He moved the best he could, tired, battered, beaten, and bruised. Explosions echoed right throughout the city, as the citizens watched from the sidelines, eyes widened in absolute horror, as they watched the show.

"Okay, Goblin, you want to dance, let's dance," muttered Spider-Man as he sprung up, but Goblin zipped right out of the way.

"Come on, Spider-Man, I rule the game now," said Green Goblin, as he launched a pumpkin bomb but Spider-Man dodged it and then spun around, before he tried to kick Goblin right off of his glider.

Evasive moves by the Green Goblin, before he dodged around, shooting in the air like a cork, before he spiraled down right on Spider-Man and tried to zap him right in the chest with a bolt of energy. Spider-Man landed right hard onto the ground and Goblin reached down.

"I can do this all day, Spider-Man," taunted Green Goblin, but Spider-Man webbed right onto the glider but Goblin kicked it, causing Spider-Man to lift off on the ground and caused him to lift right off of the air.

While clung onto the back of the glider, Spider-Man felt his head spin.

" _I've got to stop this mad man, before he takes out innocent people," thought Spider-Man in pure desperation, as he managed to swing him and kick the Green Goblin, which caused Goblin to knock right off of his glider._

The glider crashed on one roof and Green Goblin landed right onto his feet right on the ground. Spider-Man aimed a kick which Green Goblin dodged, before he zapped Spider-Man right out of mid-air with an attack and then the crazed villain grabbed him from behind.

"Sorry, Gobby, but my head doesn't come off," managed Spider-Man as he struggled.

"Oh, but it will, I just need to twist hard enough," said Green Goblin with malice, as he tried to twist like a bottle top but Spider-Man elbowed him twice and then tried to web him up but Goblin crouched down, as the webbing spun around mid air.

Pumpkin bomb, which Spider-Man rolled underneath as it exploded right onto the ground, as Green Goblin did not let up his assault. Neither did Spider-Man, despite not getting any sleep for over a day and having the fights with Hammerhead and Doc Ock during that time period.

Goblin had waited, and bided his time, for others to wear Spider-Man down, to strike when he was mostly beaten.

Yet, he was not out, as Spider-Man managed to shoot a web ball right in the Green Goblin and staggered him. Goblin slid off of the building, but his glider was right off of the side of the building.

"Catch me if you can, Spider-Man!" shouted Green Goblin as he shot right off into the night, but Spider-Man shot a line of webbing right onto the glider.

"Not again," muttered Spider-Man as he was pulled right across the sky, as he was thrown right from side to side, as the Green Goblin pivoted around him.

His web line snapped and Spider-Man spiraled to the ground. With a swift move, he clung onto the wall but Goblin dove right at him, blade protracted right from the edge of the glider, which Spider-Man dodged.

"Spider-Man, I'd thought you'd appreciate a cutting remark," said Green Goblin but Spider-Man dove right back up but Goblin dodged Spider-Man's attempt to kick him off of the glider, but Spider-Man landed on his feet. "Ah, is Spidey getting sleepy? Rough night, well maybe I should just put you to bed, permanently!"

Two pumpkin bombs, as Spider-Man watched barricades above him being placed up, to get the civilians back, not that he was sure how much that would help, with that trigger happy mad man.

"Time for the Spider to go splat!" shouted Green Goblin, but Spider-Man managed to dodge the assault, before he sprung up, running up the flying debris that Goblin had created by his latest pumpkin bomb and he kicked Green Goblin right in the face, to knock him down, but immediately, Goblin's glider backed up and landed nearly on the ground.

Goblin landed on it, with grace and agility, before he reached right into his bag.

"Well, silly me, I forgot to pack enough party favors," said Green Goblin, as he shrugged his shoulder. "I hope you enjoyed your early morning exercise, Spider-Man, we'll be back for more later."

"No, you're not getting away that easily," said Spider-Man.

" _Can't let Osborn get away, no matter what," thought Spider-Man. "If he's been messing around with that formula, he's unhinged, a danger, to everyone, especially himself."_

"My new gang should keep you limber right now," cackled Green Goblin, as he waved his hand and from the shadows, several mobsters, wearing pumpkin masks on his head.

"Really, pumpkin heads, you really had to go there," managed Spider-Man.

"Ah, you know what they say, when I took over the Kingpin's empire, I had to give it a personal touch," said Green Goblin, but he zapped Spider-Man with an energy bolt from his glove. "Get him boys. A nice holiday bonus for the man who gets the best shot."

Green Goblin blasted right up into the night and Spider-Man found himself surrounded by enemies and also a few straggling civilians which did not make his job any easier.

"Everyone get back!" yelled Spider-Man, as he moved down to fight his latest enemies.

First priority was the guns, which Spider-Man managed to disarm from most of them. The soreness in his body had to be ignored, the fact that one shoulder still stung due to being shot, and every little thing, without sleep. He had to press on, that was one of the hazards of the great responsibility that he had.

As he took out his frustration of everything that happened over the last number of days, nailing one of the gangsters with a punch. Spider-Man spun around and then webbed two of the gangsters right together. They crashed right together.

"Get him!"

"You're the one who's going to get got, I guess," said Spider-Man as he webbed the hands together, as the civilians around him were backed off, as he mentally applauded Captain Stacy and the rest of the police force for his work in keeping everyone mostly back, to make his job easier.

Well mostly, as he had to evade the attacks of three of his enemies. As there was a civilian that he had to swing out of the way from the assault.

"Go get him, Spidey!"

Spider-Man remained focus on the battle. He looked up, but the Green Goblin was mostly gone.

" _The fact I can't see the Goblin anywhere, quite frankly scares me," thought Spider-Man as his heart thumped, his head felt light, as he webbed the last two gangsters to the light post. "Blast it, one of my web shooters is busted. That's just all I need. Firing webbing awkwardly, going to have to take a minute to fix it I guess."_

Spider-Man staggered over.

"Any sign of the Goblin," muttered Spider-Man to Captain Stacy.

"He flew off, just after he sent those thugs in right after you," said Captain Stacy.

"He'll be back and I'll be ready for him this time," said Spider-Man as he shook his head from side to side, to clear the cobwebs. "I know you can handle everything from here, Captain."

Captain Stacy nodded.

"Everyone remain back, this is considered a war zone area, you don't want to be here, your safety is far more important than anything, we're only doing this for your protection. Get back to your homes."

" _Got to repair my web shooter right now, that garage should be good, abandoned by the looks of it," thought Spider-Man. "Got to have everything in order, when I fight the Green Goblin. But look on the bright side Spidey, at least nothing worse than the Green Goblin can happen."_

X-X-X-X-X

In the pile of rubble right in the city, the robotic arm of Doctor Octopus came to line, and hooked onto the large pieces of debris. The arm began to pull debris off, with two arms being freed now, and began to work, as the arms dug right through the debris.

X-X-X-X-X

Spider-Man sat right on a crate, as he looked right at fixed web shooter. Right as he sat there, his web shooters out, he made sure he had a complete supply of webbing. He had been trying to make an effort of not running out of webbing at the most crucial times. He had made that mistake too many times when he was first starting out at Spider-Man.

As the Spider-Man fan blogs would not shut up about. Ever.

He was kind of scared that he had fan blogs devoted to him.

Actually, he really was scared that so many people had time on his hand that they worried about his supply of webbing, but that was beside the point.

Spider-Man looked at both of his web shooters, repaired, although these had been through the ringer, he might be able to get a few more months out of him.

" _Webbing locked and loaded, yeah, web shooters fixed, costume burned, my face scratched up and scrapped, by we can't help that right about now," thought Spider-Man as he held out his cell phone as he pulled off of his mask. "Might as well, it's Gwen, I better tell her about how I got side tracked before I look for the goblin."_

"Hi, Gwen, sorry about not answering sooner," said Peter.

"Peter, something bad has happened, I'm really sorry for bothering you but I think you'd want to know about this," said Gwen as she took a deep breath.

"Gwen, okay, I probably do, what is it?" asked Peter as there were any number of possibilities that went through his head about what could have happened and none of them rather good.

"Harry…he's in the hospital, he overdosed on painkillers!" managed Gwen and it took Peter a minute to register that.

"No, he's….I can't believe it, Harry…" managed Peter as his mouth was dry. "Is he…"

"Barely, but I don't know, I know he had painkillers after he broke his collarbone right after that incident with the Vulture," managed Gwen. "But, he's been taking ever since and he's been getting worse and worse and….Pete, I don't know why he didn't tell us."

"I think he tried to tell me one time, but…he never brought it up and everything got sidetracked," said Peter with a deep breath. "This is all my fault, I can't believe that I could have missed something like this."

" _I can track down criminals but I can't tell that one of my friends is spiraling out of control," thought Peter. "What does that say about me? Is Spider-Man consuming my life? Maybe I can't connect with the normal person anymore."_

"I didn't see anything either Peter, I mean yeah in hindsight, but…he has to be okay," said Gwen.

"Gwen, he'll be okay," said Peter, in an attempt to reassure the both of them.

" _I don't know if he'll ever be the same again," thought Peter bitterly. "Damn it, why did this have to happen? Nothing I accomplish as Spider-Man matters if I fail to see something like that. I knew Harry was messed up, but I thought that's just because of his father, but I never thought it would be this bad."_

"Pete?" prompted Gwen.

"Yeah I'm still here, just thinking," said Peter in a tired voice. "It's just….on top of everything else, it's been a long night."

"Peter, I don't know how much we could have done, if we knew, you know how Harry is, I suppose we could have made him get help," said Gwen as she remained frustrating. "But is that really good if he didn't want to help himself? We could have at least tried but…"

"I know, I just wish I would have been more observant in picking out what is happening," said Peter.

"We both should have seen something but we didn't, but, Peter, Harry made some really bad choices and…I don't really know what's going to happen next," said Gwen. "It's not your fault, don't blame yourself is. If it's your fault, it's mine too…"

"No, Gwen, I'm just…I just feel helpless that one of the people that I can't save is my friend," said Peter.

"I understand, Pete," said Gwen. "I can't imagine Harry's dad being too thrilled about this, given how he is, wherever is?"

"Well, about twenty minutes ago, he was on a glider, trying to throw pumpkins at me and blow me up," said Peter and Gwen just remained silent for only the briefest moment.

"No, no, no, no!" yelled Gwen.

"My reaction exactly," said Peter. "So, to make a long story short, I found the Master Planner, Doctor Octopus, stopped him, he tried to blow me up, that didn't end too well for him, and the moment I caught my breath, the Green Goblin bared down on me."

"Peter, this is…I can't even describe it," said Gwen. "If Osborn remembers who you are…"

"My thoughts exactly, I remember the last time I fought the Green Goblin," said Peter. "I don't like to admit this, but I just barely beat him. And after what's happened tonight…"

Peter sighed.

"Goblin wants revenge on me," said Peter, as he clasped his hands. "No matter how beaten, bruised, battered, cold, tired, and worn down I am, it's got to be me."

"Does he know?" asked Gwen. "About Harry? I wouldn't be surprised if the bastard did know...and didn't care."

"I don't know, Gwen," said Peter. "I suppose I could ask him the next time he's trying to blow my head off."

There was a long pause.

"I suppose you have to go right now, with him being out there," said Gwen.

"Yeah, Gwen, listen, if this is it, if I don't get out of this, remember, I love you and your support means everything to me," said Peter. "Forever and always, to the end. So thanks and I really appreciate you putting up with what I had to do as Spider-Man."

"You will get out of this Peter Parker, you will beat the Green Goblin again, and I love you too," said Gwen firmly.

Peter just pulled his mask on and sat there and pulled himself up.

" _Let's do this, Goblin, you and me, wherever you are," thought Spider-Man._

X-X-X-X-X

The calm before the storm, the tranquility before the absolute insanity. While most of the civilians were evacuated from the streets, many put up a fight. People who had attempted some last minute Christmas shopping and were being shooed away for their own safety.

"Look, you got to let me through, my wife and kids will kill me if I don't get their gifts."

"I really don't know what to tell you," said Captain Stacy in a firm voice. People who waited to do their Christmas shopping until the last possible moment tended to irritate him, because there was always some disturbance about two people fighting over something on this day, likely the popular toy that their children wanted and they should have gotten months ago.

That was beside the point.

"Make sure to block in those barricades and be prepared to deal with anyone who comes by," said Captain Stacy as he turned to see Spider-Man. "The Goblin hasn't shown up yet, but he's been spotted in the area."

"Yeah, well I'm ready for them, just do your best to keep people out of harm's way," said Spider-Man.

"That's what we intend to do, worry about the Goblin and my people will worry about vivilians," said Captain Stacy as he turned. "And, thanks Spider-Man, don't think that this isn't appreciated ever. At first, I was apprehensive, but there are just some things that my men and women can't accomplish. No matter how skilled they are. If only one day the city would be safe enough where we didn't someone like you."

"I'm dreaming of that day too," said Spider-Man.

"I'd imagine," said Captain Stacy. "You risk your life and limb, despite the consequences. No one would had any sense would fault you if you had turned around."

"Hey, you do good yourself, Captain, and you don't have my spectacular Spider-Man skills," said Spider-Man.

"Oh, I've made my share of mistakes," said Captain Stacy with a far off look in his eyes. "First day on the job, I got shot, reckless, stupid, impulsive, but that's the risk you take to do the right thing."

Spider-Man stood there and his spider sense went off.

"Here he comes, for better or for worse," said Spider-Man as he prepared himself, as the civilians who were ushered out of the area, saw the Green Goblin bursting down from the sky on his glider.

"Round two, Spider-Man!" cried Green Goblin as he aimed a pumpkin bomb right at Spider-Man who dodged it.

"You'd have better aim if you'd have your eyes shut!" shouted Spider-Man as he sprung up, but Green Goblin sent another bomb right at him.

"Maybe, but if first you don't succeed, try and try again, until something blows up," said Green Goblin as he dove at Spider-Man on his glider, blade extended but Spider-Man dodged it.

Goblin circled in the air around, Spider-Man aimed a kick right to the Green Goblin, but Goblin dodged it. Spider-Man webbed right onto a flagpole and swung right at him and then nailed Green Goblin. Goblin was staggered.

" _Oh yeah, Spidey, you've got to break the cheerful family news."_

"Listen, Osborn, there's something that happened, I need to talk to you," shouted Spider-Man, as he grabbed Green Goblin and bashed him head first right into the glider and caused it to slide to the ground.

"Not in the mood for talking, in the mood for explosions," said Green Goblin as he held two pumpkin bombs but Spider-Man just narrowly dodged the first and launched into the air with the second explosion.

Spider-Man tried to web up the Goblin. Narrowly avoided and evaded.

"Osborn listen to me!" shouted Spider-Man but he had to dodge the attack and another. "Your son, Harry, there's something that you need to know…"

"What does anything that involves that disappointment hold relevance now?" asked Green Goblin, although his animated voice gave way momentarily to the cold and harsh tone of Norman Osborn. "You're just trying to distract me, but it won't work, today's the day where we finish this one once and for all."

"Look Osborn, your son, he's not well," said Spider-Man as he struggled to draw breath. One of his ribs had been cracked in the fight which made movement, not to mention breathing to be a rather tough endeavor.

"That's not news," said Green Goblin with sadism as he grabbed Spider-Man's wrist and forced him immediately back. "I'm disappointed. I expected a better fight…"

Spider-Man cut short the Goblin's words with a swift punch right to the face. The wall crawler slammed Goblin right onto the ground.

"No, listen your son, he was found…." managed Spider-Man but he barely got a sentence out, before his pumpkin bomb sent him right at him but the web slinger narrowly ducked it. "Osborn, Goblin, whatever, listen, your son, he's barely alive, he was found, he overdosed on pills, pain killers…"

Goblin paused for a few seconds.

"THAT DISGRACEFUL LITTLE WHELP!" shouted Green Goblin angrily as he hurled a pumpkin bomb right at Spider-Man who dodged it. "Ruining everything, just like he always does, it would be kinder if he did die…"

"Now, Osborn, he's your son," said Spider-Man as he paused but Green Goblin held the pumpkin bomb.

"My son, yes, but he couldn't wait one day, just one day to screw up, until I had this city in the bag," muttered Green Goblin as the pumpkin bomb hovered in is hand. "No, I raised Harry to know better, to know never to be dependent on that filth, YOU HAVE TO BE LYING!"

Green Goblin hurled another pumpkin bomb and Spider-Man dodged it.

"No, I'm serious, Harry's clinging onto life, he might not last another day," said Spider-Man.

" _And to see his father and his best friend fighting it out, while he's in the hospital, that's…I have no word for what that is, maybe messed up" thought Spider-Man._

"I couldn't have, he couldn't have," said Green Goblin. "Well this is all his fault, so why should I care?"

"Because you're his father maybe?" prompted Spider-Man, in a very disgusted tone. "I can't believe you Osborn, is all you care about your power, influence, and reputation?"

"Don't you dare judge me, you have no idea what I've sacrificed, I'm trying to make this a better world, I'm trying to save humanity," said Green Goblin as he cracked into Osborn. "He should have been more like you, from an academic standpoint, yet he doesn't care and he threw his life away. For what?"

"Maybe he thought that was the only way to get your attention," said Spider-Man, who braced himself. Osborn did remember who he was, it was clear.

"I'm a good father," whispered Green Goblin. "I gave Harry everything and this is how he repays me?"

Goblin paused immediately and Spider-Man stood there.

"My son, he's ungrateful, he's lazy, he has no ambitious qualities, and now he's a hopeless addict," muttered Green Goblin. "Yet, he is my son"

Green Goblin turned and made his way over to the glider.

"Go home, Spider-Man, but another day, we'll finish this properly," said Green Goblin. "I need to see to my son but one day…"

"I'll be ready," said Spider-Man. He really did not want to let the Goblin leave but this was for Harry and to sooth some of the guilt that he had at the fact that he not caught the signs of what occurred with his friend.

"It will make my triumphant that much glorious," said Green Goblin as he prepared to mount his glider but immediately Spider-Man's spider sense flared into over drive.

A robotic arm grasped onto both him and the Green Goblin, and held them into place. Behind them, was Doctor Octopus, scrapped, battered, bruised, with blood shot eyes, and absolutely enraged behind belief, as he held by Spider-Man and the Green Goblin firmly in his grasp.

"You will not dismiss me so easily, arachnid."

Doctor Octopus turned to them.

"I demand you to let me go immediately," said Green Goblin as he struggled against the grasp of Doctor Octopus.

"Green Goblin, an excellent bonus," said Doctor Octopus in a purely sadistic voice. "Our paths have not crossed as of yet, but I don't share well with others and consider this a preemptive strike. I respect your power, which is why I will kill you."

Green Goblin managed to break immediately free from the grasp from the grasp, as did Spider-Man. Doctor Octopus recklessly swung right around, as Spider-Man tried to web him but his webbing was sliced right through. Several more attempts to secure the good doctor in place had been in vain.

"There's nowhere to web sling Spider-Man, my body might be broken, but I still have my ability to use these to end you, as long as my body can draw breath, I have control," said Doctor Octopus as he tried to aim right at Spider-Man. "And you're not getting out of here either, Goblin."

"That's your opinion, incorrect as it may be," said Green Goblin as he launched a pumpkin bomb directly at the power source.

Goblin zipped off and Doctor Octopus found his modified arc reactor fried and the inability to control his arms as he smashed to the right and the left. Spider-Man found himself knocked over the edge, as Doctor Octopus screamed, as his limbs twitched right out of control and he was sent right off of the side of a building, before he crashed right to the ground.

Spider-Man looked down right at the form of Doctor Octopus, who laid down, his arms twitched slightly, but were not as mad and spastic as they were moments ago. The web slinger found large pieces of the building that he stood on were smashed out and he dropped right down to one knee, but he eased himself right down

" _Lucky to not have my skull cracked open," thought Spider-Man, as he saw the panicked populace down on the streets. "Goblin's gone, Ock's out I hope, but it's over, for better or for worse it's…"_

Spider-Man hunched over. Vision hazed. Movement very limited, lungs tightened, the ravages of several intense fights and very little sleep. Yet he moved over, and heard the sirens in his ears. A little girl cried, shaken, but physically unharmed, and several police officers looked to be doing their best to ensure that no one went into the wreckage.

His eyes set right on a downed body, right slumped onto the wreckage, blood oozed right through his shirt and his legs bent at an awkward angle. His blood ran cold, when he saw who it was.

Captain George Stacy laid on the ground, eyes glazed over and blood dribbled right out of his mouth.

"No," breathed Spider-Man as he felt his fingers numb. "Sir, Captain Stacy, please hang in there, there's going to be help coming."

"Are the children safe?" managed Captain Stacy in a weakened tone, a faint whisper that only they could hear. "The one's that I pushed…nearly crushed…"

"They're over there, in shock, but you're bleeding, you can't…I'll get help, there's got to be an ambulance coming," said Spider-Man as he tried to grab Captain Stacy but what little strength, he was pushed away.

"Damn it, you need help!"

" _Gwen's going to kill me."_

"No, the civilians, some of them need…more than me…."

"No, you need it, you've lost so much blood, please, let me help you."

"That's part of the job…I knew this the day that I sighed on. Make sure everyone else gets out of here alive. Civilians first, always."

"But…"

"No, Peter, you have to."

Spider-Man remained rigid.

"How?"

"I suspected…but with the Sinister Six and Gwen, the way you reacted, then I knew."

Captain Stacy began to cough violently, as he could barely draw breath.

"All my fault…this is….I'm not going to…"

"No…take care of her…take care of each other…."

Spider-Man breathed heavily, panicked, and having lost the inability to think coherently.

"No, if I let you die, she'll kill me, she'll never forgive me…"

"She won't, she loves you, and she'll understand. The city is in good hands."

It appeared that Captain Stacy had used his last bit of strength and his breath slowed to a glacial pace. It was only seconds, which felt like long tedious hours, before Spider-Man could not sense any signs of life.

Captain George Stacy, a man who had served and protected New York City for years, was dead.

Spider-Man stood over the body, paralyzed by his own guilt.

" _Should have saved him…should have saved him…had time…why did I have to freeze up…he wouldn't let me…I should have…oh my God, this is, how many more lives will I destroy or end."_

Spider-Man turned as accusing eyes looked towards him.

"He's dead, Stacy's dead!"

"It's Spider-Man's fault!"

" _I can't bring myself to argue with that point right now!"_

The New York City Police force turned right to Spider-Man. Jean DeWolff turned towards Spider-Man as she looked at him. Any emotion quickly left at her face, as she took a deep breath.

"Spider-Man, you're to come with us, for investigation, come on, don't do anything irrational."

Investigation meant he would likely have to be forced to unmask.

His identity would be plastered all over the media.

Thus more people would be endangered and have their lives ruined. Or worse.

Spider-Man immediately sprung up, and recklessly web swung out of the area right away, as he heard warning shots right behind him.

There were no coherent thoughts. Only scatterbrained instinct, his attempt to protect everyone around him, while he still could.

There was no thought of where he would go.

There was no thought where he would end up.

His heart thumped again his chest.

Words failed him.

He would be alone.

He could never go back.

He was a fugitive from the law.

It was going to be a very lonely Christmas.

He was alone.

X-X-X-X-X

Bad news seemed to be in this holiday season. Gwen snatched the cell phone right into her hand, she doubted it would be a social call.

"Hello."

"Gwen Stacy, this is never an easy call to make, but your father, he fell in the line of duty today."

"Dad's…NO, there has to be some kind of mistake, he's…."

Words failed her.

Dead, her father was dead, deceased, struck down, no more. She had felt suddenly cold. This entire last couple of weeks had to be a nightmare, she was going to wake up any minute.

Then it struck her, it was much worse.

"George Stacy was a good man and a respected leader. There was a fight between Doctor Octopus, Green Goblin, and Spider-Man, and things went bad, Ock's arms appear to have malfunctioned and knocked debris everywhere. People are making assumptions, but nothing's official. He died a hero, he pushed children out of the way."

"I'd…well thank you, for letting me...telling me about this…"

Her voice cracked as she tried to hold back.

"We're all really sorry and…well if there is anything that you need…sorry about your loss and…."

It sounded like man on the phone was about to wish her happy holidays, but realized that might not be the best thing to say. The phone hung up on the other end and she just held her cell phone.

Harry was clinging onto his life. Her dad was dead. And Peter, she knew Peter would blame himself for everything that happened.

Being the daughter of a police officer for her entire life and for two years the girlfriend of a super hero had hardened Gwen to a lot of things. She didn't get overly emotional, because she either had to deal with them or she would likely worry herself into illness.

Yet, she broke down and cried.

Just everything, it was too much.

" _Merry Christmas, Gwen," she thought bitterly._

She felt all alone.

**Next Time, Graydon Creed's latest anti Spider-Man campaign accuses the web slinger of murdering Captain George Stacy. The New York Police Department are pressured into bringing Spider-Man in, so they strike a bargain with one of Spidey's most deadly enemies to take him down. Yet, could this be a deal that could get them stung? Find out in "Enemies Without Benefits."**


	81. Enemies Without Benefits

**Chapter 81: Enemies Without Benefits**

With a thunderous crash Spider-Man clattered right from the top of the perch point he had sat. The cold weather whipped right through the air and the winds blew, as thunder cracked right the airs.

The shadowed figure jumped down and attempted to slice and rip into Spider-Man with his pointed tail, but Spider-Man ducked. "Come on, web slinger, take your beating like man."

Without a word, Spider-Man dodged and the acid splattered the wall, as he saw through the haze the disturbed and demented face of Mac Gargan or the Scorpion as he was now known. Duck and roll underneath a splash of acid and the web slinger zipped around.

"Then again, what can I suspect from a cowardly cop killer?"

Spider-Man jumped up, the frustration of being hunted down over the last number of days had finally caused him to break. And he was going to use Scorpion's face as his own personal stress release ball. A hard impact had broken skin and Scorpion slid right to the side.

Gargan grimaced but recovered and slashed his tail right at the wall crawler. Another duck, another dodge, and an evasion but Spider-Man dropped right down and slid underneath and grabbed him by the tail.

A solid crack and Scorpion dropped right down to the ground. He gave an angered wail of pain and Spider-Man got right back to his feet. Suddenly, the helicopters came down and the SWAT Team moved down to surround him.

"End of the line Spider-Man."

With a movement, Spider-Man prepared to fight but Scorpion picked up Spider-Man and tossed him to the side.

"Step to the side, Gargan, we'll take it from here."

"No way!" growled Scorpion as he sent a stream of acid from his tail right at the assembled SWAT team members. "That insect is mind to kill. Creed promised me redemption. I'm taking it and after I'm done, tell Jameson that I'm going to be having words with him as well."

The SWAT Team tried to battle Scorpion, but he had overwhelmed him. Spider-Man rolled over, through a haze.

It all started shortly after he had swung away in a panic after he had been unable to save Captain George Stacy. It had been things worse.

Things had gotten much worse than worse, as he could not even close his eyes for one moment. He had been hunted down by the police, the SWAT team, every two bit bounty hunter trying to get a crack at him, the MRD, and now he had a revenge crazed Scorpion after him.

He remembered how this entire ball of revenge started. Getting shot at by gangsters seemed like the cheery days of yesteryear.

* * *

On December 26th, the city was recovering from the gang war that rocked the entire city. There was no telling if it was a calming or the calm before the storm.

Causalities were great but the greatest one of all was Captain George Stacy. He had died, the victim of the battle of Spider-Man, Green Goblin, and Doctor Octopus.

As Jean DeWolff moved towards the podium, for the press conference, she realized the big shoes that she had to fill and the pressure to atone for the crimes. She turned to address the members of the press.

She tapped right on the microphone. "May I have your attention please?"

Everyone remained attentive.

"You have my full word that the New York City Police Department is fully investigating the events that occurred here," announced DeWolff. "We have been able to verify thanks to eyewitness announces from Oscorp that Norman Osborn was sighted at the time where the Green Goblin had committed his crimes. Therefore, the identity of this very particular Green Goblin remains a mystery. Doctor Octopus has gone underground, but we are following leads about his whereabouts."

"What about Spider-Man?"

DeWolff paused. "While I respect the high opinion my predecessor had of Spider-Man and his help had been valued, we cannot ignore what happened. The fact of the matter is that Spider-Man always was a problem area. A problem area we looked the other way, due to the assistance he gave us with high level criminals."

She shifted herself.

"Regardless," said DeWolff. "The price of enabling and allowing a vigilante has cost us the life of George Stacy. We have no choice but to hunt down Spider-Man. We caution no one to take action against him, this is a matter for the police. In addition, he may be desperate, and therefore dangerous."

"Do you think the police can stop Spider-Man, when you can't even stop the people he fights?" asked a reporter. "You relied on the web slinger to defeat people that you couldn't handle, so what makes you think you can handle him."

DeWolff looked annoyed. "We will have to make every attempt. Once again, I cannot stress enough that no one should take the law into their own hands. The New York Police Department will exhaust every resource, with the cooperation of the Mutant Response Division, in an attempt to capture Spider-Man. He will be brought to justice and will no longer be able to hide behind a mask."

"What about the gang situation?"

"Official word is that Green Goblin consolidated most of the warring Kingpin factions, Silvermane and his key subordinate Hammerhead are at large, and most of the Master Planner gang has been arrested," said DeWolff. "We will also deal with the rumored vigilante activity of this individual who has seen fit to punish the criminal element. The New York city streets will be safe within the coming weeks."

There was silence.

"At the same time, remain safe," concluded DeWolff. "The recommended curfew for all citizens is still such but we work tirelessly in our attempts to make sure everything is safer."

There were more mutterings among the press. In the shadows, Spider-Man watched.

" _After me, of course they are, can't say I blame them."_

He moved forward. It would only be a matter of time.

" _I hope Aunt May is holding up. I feel bad about this, I don't know what she might think happened to Peter Parker, if she assumes that I died as one of the causalities in the gang war that have not been named. But if they track me there, and Aunt May gets caught in the crossfire…"_

The web slinger spun right around.

" _I can never go home."_

At this moment, he had no clue of what his next move would be.

* * *

**The Following Messages Has Been Brought To By Graydon Creed and Paid for By Humans Like You.**

The scene on televisions around the world saw Graydon Creed sitting in an arm chair by the fire, in a house decorated by holiday cheer and to the side there's a Christmas Tree.

"I wish I could wish you a belated Merry Christmas and Happy Holidays my fellow humans," said Creed, with a look of remorse on his face. "Yet, I cannot offer these cheerful sentiments, because the holidays cannot be anything but cheerful. The fact of the matter is that the words that I have been saying for months have been backed up by evidence. Mutants present a clear and present danger and it was proven today."

Creed got up and walked around the room. "Captain George Stacy was maliciously murdered by Spider-Man. Some may chalk it up as an accident, manslaughter, an unfortunate casualty or any number of explanations to protect yourselves from the truth. Yet, we cannot deny. The wall crawler has committed murder."

Creed stood in front of the fire place.

"Spider-Man needs to be brought off of the city streets. He has been allowed to swing freely for too long without consequence. All mutants are capable of acts of aggression. They are blights on a peaceful society. They put a dour note on what should be a cheerful season. Do not be swayed by anything but the truth."

Dramatic pause.

"Spider-Man is a murderer, a degenerate mutant, his powers have driven him to sadism, and he has committed slaughter without remorse," noted Creed. "If Spider-Man can killed a trained officer of the law, what can he do to your children? Support the Friends of Humanity. We must work together to take care of the mutant menace. Do not deny it. Spider-Man knew what he was doing. He feels above humanity with his powers."

Creed turned and took a plate of cookies and a glass of milk and looked at the camera. "You don't have to fear, embrace the Friends of Humanity. And one day, the holidays will be merry again."

**Support the Friends of Humanity. Stamp out the mutants before more humans are slaughtered.**

**The Preceding Message Has Been Paid for By Graydon Creed and Humans like you.**

* * *

Frigid air cut through the snow and ice covered New York. His costume was ripped, he was tired, his fingers were numb.

"The hunt for Spider-Man continues. Going into its second day, the pressure of the New York Police Department continues to mount to catch Spider-Man for his involvement in the death of Captain George Stacy. George Stacy and his thirty distinguished years of service of New York has garnered the respect of many and they want Spider-Man brought to justice, dead or alive."

The shadowed figured above the cities swung right into the side window towards a rat infested flat as he heard the radio belong in the distance.

"Dr. Barton Hamiltion of the Ravencroft Home of the Mentally Ill has speculated that Spider-Man's powers may have caused him mass delusions. Spider-Man when caught will be unmasked and forced to stand trial. It may be likely that Spider-Man will spend time in Ravencroft alongside many of his former most deadly enemies such as The Scorpion, Electro, and the Hypno Hustler."

Sigh, he had to keep moving after he managed to catch his breath.

"Spider-Man is wanted. Do not approach him. Contact your local police department or the MRD. He's considered to be armed and dangerous."

" _No just cold, wet, tired, and hungry."_

Spider-Man heard the sirens and he could not afford to be spotted.

Yet he could not keep this one up forever.

He spotted the MRD and hastened his pace.

* * *

"I'm not sure if this is a good idea," muttered Jean DeWolff.

"Your police department is being made to look incompetent because they can't catch one man in a mask," said Graydon Creed, as the Mayor nodded right at his side. "He may be a dangerous mutant, but even the MRD is having their problems."

"To release him, however," said DeWolff.

"Do you want the blood of any of your fellow officers on your hands?" asked Creed. "You're a fine and upstanding human. You want Spider-Man captured and brought in, dead or alive just as much as I do."

DeWolff nodded. She did have a hunch that Creed leaned more to the "dead" side. She preferred Spider-Man alive, so he can face justice for what happened. People wanted Spider-Man brought in yesterday so she had to act.

Put in a rather uncomfortable position.

The trio walked right into Ravencroft and Dr. Hamilton lead them forward.

Hamilton turned towards the cell.

"Right through here," said Hamilton. "The treatments are working rather well, he's more stable. He may cooperate if he is offered something."

"Mr. Gargan, I'm Graydon Creed, you may have heard of me."

Gargan sat in the shadows and nodded. "Yeah, you're that guy who is always tearing into Spider-Man on the television. Pleased to meet you."

"I know of your condition and I feel it is tragic," said Creed with sorrow. "A respected and hard working private detective turned into a monster. Just another life Spider-Man has ruined."

"And Jameson," growled Gargan.

"Yes, and Jameson," agreed Creed. "I can promise you redemption, I can use all of my resources at my disposal to turn you back into the man you once were. A pure human, free of being a freak. All you need to do is bring Spider-Man down."

Gargan considered Creed. "A fair deal, Creed. I like the way you think."

"Remember, a suspended sentence, on the condition that you cooperate with us," said DeWolff as she watched Gargan who seemed stoic.

"You can count on me. I'm not some coward, unlike Spider-Man. I'll bring take care of the killer."

* * *

"The end of the line, freak, just come quietly, and we won't hurt you, too badly."

Spider-Man evaded the attacks of the MRD. The snow storm had worked to his benefit, but it would be a matter of time before he could not fight any more. Then he had no idea what he could do.

Several of the MRD officers were close, Spider-Man shot webbing right over their visors. They struggled and pivoted. Right forward, without another word, Spider-Man continued his treck.

Dodge the attacks. Right around, avoid them. Ignore the numb feeling that was in his limbs.

The other way, when more MRD officers went after him. They directly engaged Spider-Man, who manipulated the battle in his favor, but just barely. He had not any time to catch his breath.

" _Never ending gauntlet. They're pouring into their resources."_

Spider-Man crashed right to the ground but he fought out. Punch after punch, as he surrounded the battle. His breath growing more frantic, head pounding, and his vision rather compromised due to the swelling underneath his mask.

" _Outlast them, Parker. Like your life depends on it. And it does."_

Down slid another MRD officer and Spider-Man webbed them in place, before he continued his endless journey.

His Spider Sense flared up. He nearly lost his footing, but he was smacked right down to the ground.

He saw a very familiar face right above him and a very familiar bad attitude, etched on his face. One word had managed to filter through and he geared himself up for a tougher fight.

" _Gargan."_

Scorpion went face to face with Spider-Man, malice written on his face. "Ah, no wise ass cutting remark for me, web head. Did your spirit get broken when everyone found out you were a filthy killer just as bad as some of the people you put in Ravencroft?"

Spider-Man aimed a kick but Scorpion evaded and knocked Spider-Man right down. The battered hero gritted his teeth as Scorpion tried to slice him to ribbons.

"Been a long time coming, me and you," said Scorpion. "It's your fault I'm like this, just like it's your fault that Stacy's six feet under. You and Jameson, you pushed me to this."

Spider-Man attempted to blind Scorpion with his webbing. Scorpion tore it off, feral rage written on his face.

Acid splattered right at the hero. Spider-Man moved, dodged, and swung. Both feet cracked into the villain's chest.

Scorpion was knocked off onto a lower edge of the roof and Spider-Man aimed right to another point. His webbing had to be low by now. This might be the only chance to refill it.

The second he refilled his web shooters, Scorpion knocked him down and the fight continued.

* * *

"Back off, he's mine!" shouted Scorpion as he tried to splatter one of the SWAT officers with acid, but Spider-Man swung him out of the way.

Spider-Man was rewarded by his act of heroism with a blast of tear gas. Scorpion barreled right through the gas and slashed right through Spider-Man.

A crack echoed and Spider-Man spiraled right off of the edge of the building.

Scorpion turned over, but Spider-Man grabbed him around the neck by his legs from a ledge below and pulled him down, before he had hit a series of punches, but Scorpion rammed Spider-Man right into the railing.

The balcony had managed to give way, but Spider-Man webbed it into place. His breath hitched. The last thing he needed was more dead cops on his hand, their blood but Scorpion didn't care.

"Ah, still trying to pretend you're the good guy, Spidey?" taunted Scorpion.

" _I'm no hero, not anymore."_

Spider-Man knocked Scorpion down and they crashed into a snow bank.

" _But you aren't either."_

Spider-Man smashed Scorpion right in the face, even though his hands were sore.

The New York City Police Department moved in.

"Spider-Man, Scorpion, both of you, freeze, the game is up," said DeWolff as she pointed her gun. "You have the right to remain silent."

"Waived," growled Scorpion as he smashed the guns right out of their hands and knocked Spider-Man for a loop . "You used me to get the web slinger where you wanted. Well that's fine, because you're all right where I want you. And Creed and Hamilton and Jameson, and everyone else who thinks they can control me, I'll sting them too."

The police scattered, as Scorpion tried to give them an acid facial. DeWolff turned and twisted her ankle on the ice.

"Three days as Police Captain, and already due for permanent retirement," said Scorpion but before he could strike, Spider-Man shot webbing around his tail, which caused Scorpion to be burned in the face with his own acid.

Scorpion screamed and tried to finish off Spider-Man once and for all.

A loud crack and Scorpion had been knocked right to the ground.

Webbing spun around Scorpion and fastened him right into place and he was knocked out.

Spider-Man turned and the police moved forward.

"Spider-Man, just stop running, this is senseless! Turn yourself in and unmask yourself. If you're innocent…"

Splatter, splatter, and Spider-Man managed to stagger the police with the web. They slid on the ice, but some managed to make a shot right at Spider-Man.

" _Innocence is not something that I can accept."_

The MRD moved around at that moment, but Spider-Man was gone.

The chase continued.

* * *

"We'll know in a couple of days Mr. Osborn when your son can be safe to move for rehabilitation. The worst might not be over."

Norman Osborn remained calm, mask of passive indifference on his face. "Yes, doctor, I want my son to get the best. Real care, and not some half baked effort that sucks away my money. If Harry is not cured of his addiction I will be displeased."

"We'll do what we can."

"I expect results, even if it is more than you can. Especially considering I'm paying money for his treatment."

Norman turned, not another word, his eyes passed over his son, until the city. The city that could have been his. If his son had not screwed up and gotten himself addicted.

It would still be his. In the end, Norman Osborn would rule the city. Green Goblin would be the face of the criminal empire and Norman Osborn would save humanity, against the mutant threat.

It was a happy coincidence that he had been sighted at the same time as the Green Goblin. While he had concocted evidence that would be considered a viable alibi, it invited less awkward questions.

In addition to far less snooping.

The shape shifter thought she had won the game.

All of the pawns were right where Norman wanted them. He would have the ultimate checkmate.

He looked at his son. Disappointment, but Harry was his son, for better or for worse.

* * *

Gwen laid her head on her arms, slumped on the couch. Most of the arrangements for her father's funeral were taken care of. Given his job, it was sadly likely that he might not live to see retirement. All she had to was hold it together, and verify a few things.

She watched the television with narrowed eyes and a small scowl on her grief stricken face. Creed continued to use her father's death as a scapegoat to fuel his anti-mutant bigotry. Using the very real sorrow in his attempt to fuel his sadistic campaign to turn people into a rabid mob.

She heard every word, that implicated Spider-Man as some heartless killer of cops and her fury bubbled. She had a good idea what happened and a good idea that Peter had blamed himself, even if it was unavoidable. Her father did his job well and would put his life on the line to save people.

Guilt, Peter felt every bit of it. She knew it in her heart.

A knock on her door brought her out of her thoughts.

"Gwen, are you in there? It's Mary Jane…I want to see how you're holding up."

Gwen wiped her eyes and tried to put on a mask of holding it together and she opened up the door. Mary Jane walked in.

"Just tired, taking care of everything," said Gwen, as the two girls sat down. "I'm coping, really I am."

Mary Jane just looked at her. "Right, the red eyes, the tear stricken face, the broken voice, the fact that your eyes keep darting to your cell phone, really coping."

"I'm fine, it's just…Peter, I'm worried about him," said Gwen.

"No one's seen him, no one's heard from him, since you did," replied Mary Jane. "After all that happened, they said there are bodies out there that haven't been identified…his aunt…losing her nephew during the holidays…unless he doesn't want to come back for some reason."

Gwen remained silent before she spoke. "Peter would come back if he's able to, but I don't think he's dead. I know he's not. He's just…complicated things must have happened."

Mary Jane looked at Gwen, raised eyebrow. There were times where she thought there was an entirely different world going on right underneath her nose that she was not aware of. And Peter and Gwen seemed to be muddled in something.

Not that it was her business, if they wanted to tell her, they could, on their own time.

"I'm really about sorry about your dad, I can't even begin to know what you're feeling,' said Mary Jane as she took a deep breath. "So, all that stuff about Spider-Man, do you think that he was responsible?"

All emotion left Gwen's face and she gave a one word answer. "No."

Wisely, Mary Jane did not press the issue.

Gwen turned to the television. Creed's latest words made her want to punch something.

If only his face were available.

" _Great power, great responsibility, you take too much responsibility sometimes Peter, I swear."_

* * *

"Thank you very much, I understand, he's officially missing, but let me know, no matter what, I'll be here at any time."

May Parker hung up the phone. It had not been a happy holiday season for her, because her nephew had not come home and was thus missing.

Or worse, but she tried to remain positive. There was always hope.

His cell phone was not working, had been lost, damaged, or something along those lines. Therefore, he had no contact to anyone.

Which mean if he was in trouble, there would be no one that he could call for help.

She had talked to Gwen. May did not want to badger the poor girl, she had lost her father. And she seemed rather worried and frustrated about where Peter was as well. She did tell her that he had left her house on December 23rd.

It was now December 27th.

Four days, Peter could not be accounted for.

She watched the television. That Creed loudmouth was babbling on about something or another. May resolved to keep an open mind. She did not have all of the facts, no one did. She preferred to consider these mutants on a case by case basis. Some were good, some were bad, just like people.

It had been very hard after losing Ben. Especially as Peter was growing up and confiding much less in her. He had his secrets. May Parker was a teenager once, she understood that they enjoyed their space. As Peter made the shift into young adulthood, that would not change.

As she looked at the footage, that detailed Spider-Man's continued problems with the authorities, she wondered.

But she could not permit herself to do more than wonder.

It had to be a coincidence.

Wasn't it?

* * *

"I have the data from Oscorp computers, the location of the facility," said Mystique as she held the communication device.

The sadistic voice on the other end sounded pleased. "Excellent, you've done well, my dear Raven."

"I've more than held up my end of the deal, Sinister," said Mystique.

"You've done well," agreed Mister Sinister. "But you can do better. Remember, you owe a debt to me and will allow you to leave my service, when I consider our terms paid in full."

Mystique gritted her teeth. She remembered their deal. A deal worthy of Faust.

"Remember your collateral, my dear, if you have any thoughts of betraying me," said Sinister. "They'd make wonderful test subjects."

Mystique flexed her fingers, and pictured her hand around Sinister's throat. "I understand."

"Good girl," praised Sinister in a condescending tone of voice. "You remember our bargain and I won't tamper with one single cell."

Sinister laughed his sadistic laugh. "I'll be in touch for the next phase."

Anger, on her face. That monster would rue the day.

With that Mystique returned to Oscorp, under the guise of Donald Menken.

* * *

**The Following Message Has Been Brought To You By Graydon Creed and Paid For By Humans Like You.**

Footage of Spider-Man aired over the following sound clip, using shots that showed him at his most brutal and scared thugs cowering for mercy.

"Spider-Man was falsely praised as a hero. Yet he showed his sadism by the ruthless murder of George Stacy. He continues to evade capture right now. Only through the diligent efforts of humanity can we bring this mutant menace and others like him. Keep our streets safe. If a mutant can slaughter a trained officer of the law, what could happen to you?

Soft, soothing music played, over black and white photos of the broken body of George Stacy, which shifted to Spider-Man swinging away and the music got creepy, just as it appeared on Spider-Man's face and gained soothing again, with a group of Friends of Humanity members standing tall and proud.

"You are not alone. We are here for you. Join the fight to preserve the human race from the rise of mutants. The Friends of Humanity are here for you. If you are not a Friend of Humanity, you are an enemy and a threat just like the mutants."

**The Preceding Has Been Brought to You By Graydon Creed and Paid For By Humans Like You.**

Quiet and pan out.

* * *

**Coming Up Next Time, the man hunt for Spider-Man continues but a new problem presents itself. New York citizens are turning up weakened with severe blood loss. Fingers are pointed at Spider-Man, but the web slinger investigates to prevent more damage to his already damaged name. The answer he finds is something very supernatural. Join us next time for "Night of the Living Vampire", Part One of the next Two Part Story Arc.**


	82. Living Vampire Part One

**Chapter 82: Night of the Living Vampire Part One**

A young girl traveled to the front door, through the snow swept streets of New York. She carried groceries in her hand. The eerie wind caused a chill on the back of her next, but she continued to move on.

Crunch.

She turned, as she heard ice being stepped on. Into the darkness she stared, as she trained her eyes on the barely present life. "Who's there?"

There was silence.

"Who's there, whoever this is, this isn't funny?"

Her heart started to pump. Her blood began to flow due to the scariness of the situation, as the young woman turned right to the side. She shook, as she heard a sound right above her.

Immediately, in a flash of light, a pale figure appeared from her, right down in front of the walls. The woman screamed, as the shadowed figure had grabbed her but she did not have the strength to push him away, not at the slightest.

Her screams intensified and then stopped right away. Several neighbors exited their house right at that very moment to see the grisly sight. The girl laid right on her porch, in the fetal position. Her skin felt clammy, it was pale white, and small holes were on the side of her neck.

"Someone call the ambulance, she's barely breathing!"

The woman had barely had any sense of life. Blood had been lost, her heart had stalled to the exact minimum.

The neighbors saw a figure in the shadows, on the roof tops, at an intense speed. The figure scaled a higher wall right yet and disappeared into the night.

The ambulance arrived at that moment. The third such attack that had been reported, the same method and results. Along with the report of a figure above the streets that could climb walls being seen.

Certain conclusions had begun to form and none of them were good.

* * *

Dropped down and ducked right in the building. The shadowed figure passed windows throughout the city. But he gave no reflection.

Day would come, and he would wait. The hunger would return. Right now he was satisfied, sustained by the lifeblood of mortals.

It would do for this day. Until he had the means to reverse his curse, his survival was imperative on this practice.

* * *

Another night of constant ducking and dodging had concluded. Spider-Man swung, battered right over the city streets, as he made his way right into a window. He could hide out for an hour or two but he had to remain on the move.

He checked his bag. He was down to six web cartridges. The time on the run had deleted them from the three dozen he had started out when he had went out on December 23rd, a week ago right before this entire mess had started.

Spider-Man collapsed right on the box, breath shallow. A small portable television was abandoned. He had willed himself to walk over.

As he turned the dial and waited for the machine to come to life, he had caught a view of the news and as usual, it was not good.

"The latest report indicates that the third attack of the past night, left a 22 year old student of Empire State University in critical condition. As always, the victim as left with severe blood loss and unresponsive almost as if the very life force had been drained out of them. Eye witness reports indicate that a figure was seen crawling walls and running from the rooftops. Many suspect that fugitive mutant, Spider-Man is the one to blame for this."

" _Of course they do."_

Spider-Man lifted his head up and took a deep breath.

"The belief that Spider-Man has gone feral with an unstable secondary mutation has been given. Police and the MRD continue to hunt Spider-Man after his role in the death of Captain George Stacy…"

Spider-Man turned. There was no need to hear what they were going to say. The spiel that he had heard about his role in the death of Captain Stacy had been beaten into his head like a drum. He stepped forward, inch by inch, step by step. Winced, as he set his bruised elbow right down.

" _Someone is out there, attacking people. It's not me, like they said. My name's already been beaten to death and now…another mutant I wonder? Or something else. I don't know and that scares me. Just like I have no idea how I'm going to get by when my webbing runs completely out."_

The sirens pierced the air around Spider-Man. The web slinger had adjusted his web shooters. Rusted, about ready to follow apart, webs tended to splatter.

It was time to move. Back out into the jungle and to play dodge the MRD once again. It would be so much easier if he had not been running in circles.

* * *

Jean DeWolff looked over the report on her desk. Spider-Man was still at large and this new strain of attacks had troubled her.

For the fact he was a vigilante, Spider-Man had never ruthlessly attacked anyone. His reckless actions lead to the death of Captain Stacy, but that was an entirely different story all together. Yet, this new attack, victims attacked. Blood loss, severe blood loss and transfusions appeared to do little to ease the damage.

The evidence all pointed another flaming arrow right towards Spider-Man. The perp could crawl walls, appeared be able to swing above buildings, and also had a speed and grace which fit the wall crawler like a glove.

It gave her reason to double her efforts. Find Spider-Man right before he had attacked more people. The city already continued to yell about this matter at her. There was pressure to get this matter done right now.

* * *

Above the city streets, a rare break in the pace of cat and mouse for Spider-Man. The web slinger found himself back and forth right through the city.

Until the point where he had heard another scream and right at that moment, Spider-Man made his way down right to engage enemy in question.

Slowly turning, the creature looked at him. Chalk white skin, dark blue hair, and fangs, dressed in blue and black.

" _Ah, crap, when did I take a wrong turn into Sunnydale?"_

Spider-Man engaged the menace. A puff of dark smoke had appeared and the creature had vanished. The hunger once again satisfied for the time being. Its feeding had been disrupted but it was a minor annoyance.

Spider-Man looked up.

" _Oh no you don't, you're not getting away that easy."_

Spider-Man swung right above the streets, but the creature, whatever it was, was moving at speeds.

" _Must be ninety, a hundred miles per hour, better not waste my webbing unless I can find a way to head him off."_

The web slinger tried to find his way right to his target. The creature had moved right at a blinking pace.

Spider-Man lost his target, mostly because this was the time that the MRD had managed to catch up with him. The whirling of choppers and the chilling breeze of the night took a measure to send Spider-Man back.

Immediately, Spider-Man spiraled into the air and latched on. He watched as the MRD troops had made a movement to head him around at the pass. Evasive maneuvering had caused him to duck.

From the sidelines, Eddie Brock looked and smiled. He had hit paydirt. One shot of Spider-Man right over the fourth attack victim before he tore off right into the night.

Proof that Spider-Man had finally turned into the ultimate monster. Eddie Brock would deliver it to his bosses at the Daily Globe.

* * *

The creature managed to turn its head. Satisfied smile on its face.

He was once known as Michael Morbius. He was a brilliant scientist in his home country. That had become wiped out by a plague. He had created an antidote for a last ditch effort to save everyone.

The antidote worked. It had cured the plague at the price of inflicting him of something much worse. The need for blood to sustain, the inability to walk out in sunlight, and a feral instinct which caused him to lose sense of what he was. It had given him great abilities but at a great price.

He had come to this city in America, one final effort to reverse the curse. As he clung on the last strands of humanity he had left before the affliction had brought him beyond all hope.

Yet his desire to feed had caused him to be sidetracked in his efforts.

He sensed new blood, in the entity that chased him tonight. Newer blood, stronger blood, an exotic feeling that was different and could sustain his hunger. Until he could complete the antidote to his affliction.

He had marked his next target. The lifeblood which coursed through the veins of this entity would be more than sufficient.

* * *

"Just when I thought I'd have to send you out the door Brock, you show me something substantial, something that would keep us afloat after Fisk got booked, proof that Spider-Man is the mysterious blood sucking monster above the city of New York."

Eddie Brock nodded, rather pleased at this incident as he stood in the halls of the Daily Globe. "We're going to break the story, big, boss, scoop all of the other media sources. It's going to be plastered all over the Internet and the news the type of monster Spider-Man is."

"That saves your job Brock, with a nice promotion."

Eddie Brock was on cloud night. He had just racked up extravagant purchases on credit cards and he had the means to pay those bills. His life had really looking up, all at the expense of Spider-Man.

* * *

Once again, Spider-Man managed to find himself in an in between point. To relax, before he had to go out again moments later.

Relax was a bad term, as the web slinger was anything but relaxed right now.

" _That monster just gave me the run around. And another attack, one that I was spotted by people at the scene, right before I went after him. Got to find him, my name's around damaged enough as it is, without that thing. It can't be what I think it is. There has to be some kind of perfectly logical and sound scientific explanation that does not send me flying headfirst into the arcane. Some genetic experiment gone wrong maybe."_

Spider-Man took a bite of a peanut butter and jelly sandwich that he managed to liberate from a forgotten lunch bag on the sidewalk outside.

" _Got to find him."_

His spider sense began to buzz right around and it went nuts.

" _Or he could find me."_

Zip and right immediately, Spider-Man found himself pinned right down against the wall. It took all of his strength that took the web slinger to push off the predator that went after him.

Punches in the air had not hit, because Spider-Man had not connected. He had struck pure air particular and with a crack, the creature dove right at him.

Supreme strength had pushed Spider-Man down. Spider-Man once again shook off the attack, but it took everything he could muster.

The intended target had knocked Spider-Man around. The ravages of the past number of days, the harsh battles with Ock, Goblin, Scorpion, being chased by everyone, had caused Spider-Man's strength to whittle away to his most weakest and vulnerable.

" _Got to fight..."_

Pain.

He had felt sharp objects plunge right into the side of his neck.

He felt blood drain from his body.

The creature turned. Its feeding created brand new life. An entirely new awareness had appeared right its essence.

Spider-Man felt cold and shuddered.

"Gwen," breathed Spider-Man as he laid on the floor, in a warehouse, left for dead as this creature moved out.

The only thought was the MRD would find his body before too long. It ended just like this. He could not believe it.

Darkness soon followed.

* * *

Light had arrived. Spider-Man opened his eyes immediately. It seemed mere seconds ago that he had appeared to have been bitten and sustained sudden death.

Yet, he felt well all things considered.

He gave his head a shake. Cobwebs in it so to speak. He actually felt pretty good for being dead. Better than he had for a number of days anyway. Spider-Man looked in the pitch blackness of the room, but he could see through the darkness. Better than he ever could through the light.

He stepped forward. The thing that attacked him had disappeared right away.

The lights had shined right inside the window and Spider-Man took a step back, as he shielded his eyes right in frustration.

"End of the line web slinger"

The MRD moved in and Spider-Man turned to engage them. He had dodged under the attack of the baton, before he kicked right off of his head. For someone who had been battered over the last number of days because of a constant chase, he had felt rather refreshed.

Spider-Man knocked the two MRD members together and dove right around the attacks. Punches and kicks had knocked them around, and an arm throw or two had caused them to spiral right down to the ground.

He tried a little web attack.

His web shooter split and immediately webbing had shot right from underneath the area of his wrist. It had dislodged two of the guns. He flicked his wrist again and another string of web.

Organic webbing. Underneath his mask, he took a brief moment to raise an eyebrow in astonishment.

" _That's new."_

Spider-Man removed his other web shooter and held up his wrists. Organic webbing splattered out, and managed to hold the MRD officers right in place. The web slinger dodged, as more came in.

As he stuffed his web shooters into his bag, he had made his way right out into the city.

For three seconds, until the light of the sun had slight discomfort to him. If he had not been covered, he would imagined that it would have been blistered.

Sticking to shadowed areas, out of direct sunlight had caused Spider-Man a bit more ease of movement. He felt slightly more light headed, but knew that there would be barely any time before the streets were covered in sunlight.

His heart gave a start, as he saw the MRD copters right behind him in the reflection of the windows but he did not see his own reflection as he moved right into the shadows.

A safe spot right out of the sunlight seemed to be order, but that was easier said than done. The organic web shooters were a bit of a help, given his supply of webbing was down to the last few cartridges.

The problem with dealing with the sunlight and the lack of reflection, did not give him much of an ease of mind however.

* * *

The creature felt something, a brand new life in him. He raised his arm and shot a line of what appeared to be some kind of adhesive substance right out of it. He continued to move right across the city. The sun was up, but the blood had removed a great deal of his vulnerability towards sunlight.

With a gliding motion, he moved around. His mind was clear.

His mind calculated the necessary needed. He had to liberate a few items. Given his research before the curse took further hold, there was a good idea what he needed.

"Spider-Man, freeze!"

The creature froze, as he heard several footsteps. His hearing was enhanced and he turned, before he shot the material from his wrist and wrapped his hunters from head to toe with the adhesive substance.

With a swift and speedy motion, he heard the frustrations on the ground that they had lost him.

* * *

"The danger of Spider-Man continues to escalate right throughout the entire city. The wanted mutant's powers have ascended to a dangerous level. He has been believed to go feral and has developed organic web shooters. He has managed to also have super speed, as the MRD has not been able to catch up with him no matter what. Graydon Creed and the Friends of Humanity have agreed to post a ten million dollar reward for any information that leads to the capture and containment of Spider-Man."

" _Reward, more like a bounty."_

Gwen watched. She had not slept in days. Her father's funeral was the next day, but each piece of news had held her interest, disturbing as it may be.

It seemed crystal clear to her, that there was someone else behind the attacks. Unless Peter had the ability to be at two places at once, it should be painfully obvious to anyone who had an axe to grind that it was not him.

Who or what it was, it remained a mystery.

She had a sinking feeling in her stomach that there was something that happened.

If Peter only pulled his head out of his ass and came to her, she could help him.

* * *

Morbius turned on his heel. The vampire was perched, as he managed to take the proper equipment. The blood sustained him, he felt stronger, but he knew it was not permanent.

He had to get the necessary to complete the cure. To reverse the curse and to bring him back to normal.

At that moment, he felt a searing pain.

It was nothing like the hunger that he felt before.

The very blood that strengthened him had begun to burn his insides. It was pain beyond all belief.

He had to move quickly, finish the antidote. Before everything had burned right through him and destroyed his insides.

* * *

The same dance again, the hunt continued, as Spider-Man swung right over the city streets.

His spider sense kicked right into absolute overdrive immediately and he lost control of his web slinging abilities.

Thankfully no one had been around, but he landed right on a nearby roof with a thud. Frantically, he tried to pull himself up.

Last time something like this happened, he lost his powers.

Searing pain right in his sides, like something had attempted to break out, to rip through his skin.

Spider-Man screamed, as he felt four extra arms burst right from his side.

**Next Time, Spider-Man and Morbius must work together in an attempt to find a way to stop their respective afflictions. The MRD closes in on both however, and the "reward" by Creed causes this to be a far harder task. Join us next time in Night of the Living Vampire Part Two.**


	83. Living Vampire Part Two

**Chapter 83: Night of the Living Vampire Part Two**

Spider-Man looked at his additional arms. He was rather flustered as he moved around, before he turned around. No reflection still, but immediately, the helicopter descended right down from the sky.

In a flash, Spider-Man spiraled right into the air. With four additional arms, he could disarm the MRD members rather faster. They struggled, shocked.

"What happened to him?"

Spider-Man closed his eyes and shot balls of webbing. They impacted the MRD officers right in the face with absolutely reckless abandon and knocked them right against the wall. Right around, Spider-Man shot right into the side, and immediately made his way right to the side.

The members of the MRD struggled against the enhanced and organic webbing, as their query had once again eluded them, with some enhanced speed, but also frantic, absolutely horrified pace as he cut right above the city streets.

* * *

DeWolff held the phone, a numb and shocked look right on her face. "Four extra arms, what do you mean, four extra arms? Well thank you for telling me about that. I'll be on the lookout for him, immediately. Thank you for telling me."

She moved over, made some calls and looked right over the reports. Everything was getting more insane. Spider-Man was in two places at once at times or at least rather quickly.

* * *

Morbius slid right down onto the wall and continued to clutch his stomach. The intense burning had coursed right through his ever being and he smashed his hands right against the wall in absolute frustration.

Morbius grabbed the wall, with a sadistic expression. The bloodlust was not there, but the searing pain erupted right through his body.

The creature of the night shot right up in the air. He had all but one of the necessary items that he could use to make his antidote. Then he would be normal and be able to put this nightmare immediately beyond him.

* * *

Norman Osborn looked and watched the recent reports, with interest. The events regarding Spider-Man had been most curious and they were only getting more curious. Osborn had made his way to the television screen and saw a flash in the air, then another news clip of Spider-Man, with six arms.

" _Interesting, this merits a further look."_

Osborn moved in to call the MRD and had doubled the officers that were sent out. He had plans for Spider-Man, at least at first, but this further mutation interested him and he was curious at what triggered it. He continued with his final work with the program.

* * *

" _Through the air of the night, six arms, organic webbing, no reflection, and why do my teeth feel sharper for some reason? Don't worry about it now, just focus? You need to do something, Parker."_

He continued to swing right around the skyline of New York City, as he looked down right at everything.

" _Need to find a way to reverse this, before I keep mutating until I'm some dangerous beast or something. Feral, unable to comprehend right and wrong. Keep your human intellect and wits together, barely, I can't lose that. Then everything is lost."_

As he dropped down and took a deep breath, he noticed something very familiar.

It was the creature that had bit him. When he had passed out. Spider-Man turned around and faced the creature.

The creature turned and Spider-Man shot six simultaneously lines of organic webbing in an attempt to corral the creature.

It had twisted and the webbing had broke rather easily. All splattered over the walls of the alleyway and Spider-Man slid right in for the attack.

The creature dodged and pivoted, as the wall crawler still could not get in a clear shot on it, despite having four more arms that normal.

The battle had raged on and Spider-Man and the creature knocked each other around with Spider-Man being flung right to the ground.

The creature made it into the air.

This time Spider-Man was ready.

Six web lines around the ankles and right to the ground his foe went.

Right down with the force of six arms, and smacked the creature right into the wall.

The creature pulled itself up, but Spider-Man grabbed it and pulled it up, to look into its eyes. "What are you? How do I fix this?"

There was no answer, as the battle continued with the two super powered threats, but a rocket impacted right down where they stood, as the MRD dropped right down.

"Alright mutant…mutants, it's the end of the line, for both of you."

Spider-Man snapped several lines of webbing off, and the creature, corned, knocked three of the MRD soldiers down and made a mad dash right forward. The web slinger rushed right in for the attack, and began to fire webbing right at the MRD with three of his arms, while he tried to grab his mysterious adversary with the other three arms.

The attempts had fallen mostly on failure. The enemy made his way up the wall, with Spider-Man in pursuit. The web slinger made his way right up the wall after him but had to dodge as he continued to get shot at over and over again.

Spider-Man rushed up the wall, and dodged the attempts to net him, before he swung around and engaged the creature.

An explosion of dust and the creature moved around him, when Spider-Man turned around.

Right behind him but Spider-Man blocked it with his bottom arm on the right, before he grabbed him with his throat with his two top hands.

"Talk," growled Spider-Man in a feral tone of voice as he dangled Morbius right off of the edge of the roof, trapped in webbing. "TALK!"

The creature had struggled.

"Let me go," demanded Morbius as he struggled right against the grip of Spider-Man. "I have to….you don't understand…this I can't…this is…"

Spider-Man wrapped up the creature in webbing but it struggled. "Listen, time's running out, for both of us."

Spider-Man gave pause. That was not a comment that he expected.

"Explain," said Spider-Man.

Morbius had explained. "The blood used to keep myself together that I sucked from you, it's destroying me, I need to formulate an antidote, before it's too late. I have the necessary needed, I'm certain it will work."

Spider-Man stepped back. "I'll let you do your work. But only if I get the antidote too. And I'll help. If you can get me to a place where the MRD won't find me."

The creature turned for a few minutes, to consider the request and had nodded its head. Perhaps a little assistance and team work would allow them to achieve a mutual benefit.

The two had turned to face off against the MRD squad that had faced right off against them. Spider-Man had rolled right through them and launched several rapid fire blasts of webbing. Morbius had battled through the entire army of troops. They were sent right back and knocked right to the ground.

"Keep up," demanded Morbius, as Spider-Man had knocked them around. "If they die, that's their foolhardy gambit for trying to battle us."

Spider-Man tried to struggle against the feral spider beast, the further changes that had managed to warp him into some monster.

"We can get out here, without slaughtering everyone," managed Spider-Man but the vampire had appeared to disagree with this sentiment, as they continued to tear through the battle.

Morbius grabbed Spider-Man and sent him right into the shadows. The web slinger had been pulled right out of the way and left the MRD troops rather confused and baffled.

* * *

"We will need to work quickly," said Morbius. "If you want to live another day, which we don't have. The powers are burning through me, it makes little sense how such a mixture would occur."

The tortured soul had placed several items right on the table and began to calibrate the formuals into something that would work out rather well. It would take some time.

"You might want to add a little more of that and take out that," said Spider-Man and the creature turned, and gave Spider-Man a slight nod.

"None should bother us, until it is ready, but it will need to settle for twenty minutes," said Morbius. "It's nearly complete, all we must do is wait."

Spider-Man sat on the chair and rested his head in all six hands.

" _Only in my life is sitting around and waiting with some guy with supernatural powers could be considered to be remotely normal."_

* * *

Graydon Creed continued to watch the news and grow utterly incensed. This new creature had thrown all of what he was working through into question.

It had Spider-Man's powers.

Therefore people would start questioning some of the things that Creed was saying about Spider-Man and thus would in turn question other things.

Creed could not have that at all in any way whatsoever, as he cracked his knuckles and watched.

Spider-Man would have to be brought down in any way for the good of humanity. His vision would not be compromised. His anger grew as no matter how much Spider-Man was hunted, his resolve continued to press on and he continued to fight against every single force that had followed him around, no matter what.

Why he could not break this super powered freak he could not know? He was nothing but a filthy coward who used his powers to beat people around.

Creed hated the mutant powers that tainted his life and would do anything to extinguish the entire menace. Spider-Man would merely be the means to start the path to the end of the mutant race.

At that moment, his phone rang. He picked it up. "Hello."

"Mr. Creed," said a voice over the phone, with hints of a Russian accent. "I understand you want to discredit Spider-Man. I have information for you, for a price."

* * *

"It is done," said Morbius with a look of triumph. "Now, we shall test it. And since you seem to be the most obvious test subject available, it should be you."

Spider-Man held the vial up in his hand. He had no idea what will happen.

" _Come on Pete. I'm sure he's checked his work, what's the worst that can happen?"_

Spider-Man injected the formula into himself and had felt his DNA super charged.

Morbius had his eyes widen. He wondered where he went wrong, as he saw Spider-Man mutate into a giant crazed man spider like abomination of a monster and had began to bear down right on Morbius.

The vampire turned around, and was horrified with what he had seen.

* * *

"Mrs. Parker, Pete's got to be out there somewhere, he's just injured, I think," said Mary Jane.

" _I hope. Damn you, Pete, you better have a good reason for worrying your Aunt half to death."_

"I know, dear," said May with a sad smile. "I'm beginning to think that Peter's…well he's got a few more issues than I thought."

Mary Jane was curious. "What do you mean…"

"Don't get too worried about it, Peter seems to be a bit stubborn about opening up, and relying on others, he got it from Ben and well bits from his father," said Aunt May. "How's poor Gwen?"

"She's miserable, but she won't show it," answered Mary Jane.

" _Kind of like Peter. Stubborn, angst ridden, they have issues, wearing masks to hide their pain from the world, but, hey you have room to talk, don't you, M.J. "_

"I don't know what's going to happen," said May. "Something bad is going to come. I swear, someone's trying to drive me to a heart attack."

"Now, we don't want that, so calm down," said Mary Jane. "I'll let you know if I find anything out, if Gwen opens up. She knows something."

" _But what, what does she know. M.J., you're smart, not as smart as them, there's something right there, something to tie all of this together, all of the insanity that needs to happen, some thread."_

Suddenly, Mary Jane felt herself mentally smacked with a realization. The red haired girl felt like such a ditz right about now.

" _Oh, I get it."_

Everything made so much more sense. Her eyes widened in the realization that she had.

* * *

Gwen looked right forward. Eyes widened, tired. She was beating herself up over a lot of things mentally. Her angst had spiraled into new levels at what happened, which sent her a maelstrom of self loathing and guilt.

" _All my fault. If we never went to that exhibit…none of this would have happened. Damn, Gwen, look at all of the lives you ruined, by being obsessed with a cool exhibit. And dragged Peter along for the ride. Good going Gwen, you screwed up an entire bunch of lives."_

* * *

A group of people who had just returned to learn what had been happened.

"So we leave for three weeks and the entire city goes to hell in a handbasket?" asked a dark haired man in the shadows, with a growl as he popped two clothes.

"It seems that way, Logan," said a young dark haired man with crimson glasses. "He's flew off of the rails into insanity by everyone chasing him."

"Don't blame, him for this, Scott," said a red haired girl with green eyes, twenty years old. "Peter's being…."

"Angsty, beating himself up, he's kind of just send himself down a really bad storm of self loathing," said a dark haired sixteen year old girl. "He's totally reached new levels this time."

"Kitty, he's just stressed, he's got dark forces in his mind, I've been in his head, it's a scary place, but he has a noble heart that gets thrown off the rails," said a pale girl seventeen year old girl as she shuddered. That much angst was scary. "I still want to knock a bit of sense in him, too but…I understand."

"We've got a bit of a situation."

Scott Summers, codename Cyclops turned. "What is it, Hank?"

"There's a giant spider rampaging through the city," said Hank McCoy.

"That's bad," said a blue skinned young man with a tail.

"Ya think, Kurt," said Rogue, as she rolled her eyes.

"Okay, here's what we need to do," said Scott. "Nightcrawler, Rogue, Iceman, you're with me, we need to keep to protect the civilians, from the MRD and anyone else after Spider-Man. Wolverine go after him but don't do anything too reckless that will hurt him."

"I'll try," said Wolverine.

Kitty was annoyed. "You better do better than try Logan. That's Peter in there, my friend and if you hurt him, I don't care if you have healing powers…"

"Right, right settle down, Pryde, don't lose your shit over this."

"Jean?" asked Scott.

"Don't worry, I'll find him," said Jean as she gave her boyfriend a quick kiss.

"Xavier isn't going to like what we're doing," grumbled Wolverine.

"Professor Xavier has his own problems right now," said Scott. "He trained us, but we can't blindly follow him and wait around for his orders. Spider-Man was right about something. We can't just hide in a mansion and pretend everything's okay, and the world will heal itself in time. "

"Fine, I can't believe those idiots are going to put even more power in that bastard's hands," grumbled Wolverine. "Hopefully Chuck can talk em out of it."

"I can help Peter, get an antidote, but I'll need some help," said Kitty.

* * *

Jean Grey sat down in a chair and pulled a helmet out.

Peter's mind was a very frustrating place to be in. All of the issues, all of the angst, all of the self loathing, it gave her a bit of a headache.

"Okay, Jean, calm yourself, find Peter, it can't be that hard, I just got to follow all of the dark thoughts," said Jean Grey.

Jean Grey had trained to master her powers under the codename Marvel Girl, but recently a great cosmic force unlocked her full powers.

She had to be really careful or things would go rather bad. People would burn, minds would snap, and it would be chaos.

The Phoenix Force was a dangerous thing, but that was the gift she gave. A very wise young man once told her that he learned from his uncle that with great power there must also come great responsibility.

She hoped that those lessons would keep her from abusing her newly amplified powers and keep the potentially dangerous ideas in her head that had been born from the horrors that she went through when she first got her powers at bay.

He helped her in a way, now she was going to help him, even if she had to yank him on an astral plane by the ear and psyically slap some of the angst out of him.

* * *

Gwen continued to brood in her own angst but she was brought out of her thoughts by a knock on her door.

"Gwen, it's MJ, we need to talk about something," said Mary Jane and Gwen pulled herself off the couch. The girl clicked open the door with a twist and Mary Jane walked in. "I know about Peter."

Gwen froze. "What do you know about Peter?"

"I know his secret," said Mary Jane. "The big one, I figured it out."

"Of course," said Gwen with a sigh.

"Figure you'd know," said Mary Jane. "I didn't tell anyone through, don't worry."

"Yeah, figured it out like in about five minutes, as if Peter could hide himself from me behind a mask," said Gwen.

"Well in some ways, we all wear masks," said Mary Jane. "Look Gwen, you're brooding, but Peter really does need help right now. The giant spider, rampaging New York, that's him."

"Oh my God, this is all my fault," said Gwen.

"How's it your fault?" asked Mary Jane. "Did you release the spider?"

"It just is alright, it's my fault, I had the idea to go to that exhibit, where Peter got bitten, all my fault everyone that died or got their lives screwed up, it's all I mean," said Gwen.

"Just pull yourself out of your angst for one minute, please, and focus on what you can do to help him help you help him," said Mary Jane.

Gwen felt her temper rising. "Oh, like you'd know anything about helping people, given the tact you've displayed."

"I know more than you think," said Mary Jane.

"Oh, you really think so, Miss Life of the Party, Miss I Can Say Anything I want, without any tact," snapped Gwen, fueled by frustration, a lifetime of really bad things happening around her, and guilt, as she continued in a sarcastic voice, directed at the most convenient outlet for her frustrations. "Oh, look at me, hi, I'm Mary Jane, my life is all sunshine and rainbows, fluffy flowers, and candy drops. I'm the cute little party girl, who dances out in the sun and frolics in the flowers. My life doesn't suck, I don't know what suffering is, I don't know what guilt is, I'm miss smile through life and think everything will work out okay."

"Damn it, Gwen, stop walling in your angst and calm down," said Mary Jane.

"I AM CALM DAMN IT!" yelled Gwen. "Listen to me, you little arrogant smug girly girl, my life's sucked, my boyfriend could be killed or dissected by some nutcase because he's too stubborn to come to me for help, because he has a guilt complex and a hero complex, thinking that he needs to protect me all of the time. And that nutjob Creed's trying to run his reputation in the ground using my father's death, I want to kill that zenophobic bastard, I'm sick and damn timed of all this!"

"Gwen, your life's not the only one that's sucked, bad things happened, alright, get over it, before you get sucked down into your own angst, just like Harry did and just like Peter is doing now," argued Mary Jane.

Gwen was enraged and reached forward, but the red haired girl took a half of a step back.

"YOU HAVE NO RIGHT TO TALK ABOUT EITHer OF THEM!"

At this point, Kitty Pryde poked her head through the door, transfixed in abject horror at two of her friends verbally tearing each other and about to physically tear into each other.

"They're my friends too," said Mary Jane as she felt her temper rising. "So stop being such a bitch, reign your damn angst in, and focus on what you need to do before you end up."

"I don't need a lecture on how I should act, you smug little sl…" started Gwen, but Kitty bolted in, grabbed one hand of red hair and one hand of blond and gently, but firmly pulled them apart.

"You two, both of you, BREAK IT UP!" yelled Kitty as she tried to hold Gwen and Mary Jane apart. "Both of you better calm down, before I haul both of your butts into opposite corners until you've two thought about what you're doing. Pete would be ashamed of both of you for how you're two acting like a couple of self entitled, selfish, bitches. What…in…the..FUCK…is wrong with both of you."

The two girls looked at each other, slightly guilty.

"Damn it Gwendolyn Marie Stacy, you've had a bad year, I have too, and it's obvious you have a few issues that you're hiding from, Mary Jane Watson," ranted Kitty. "Damn it, you two, if you want to blame anyone, blame Osborn, blame Octavius, blame Creed, blame the god damn Hypno Hustler for all I care if it pulls you out of your angst ridden guilt trip, but you two, stop blaming each other and get over yourselves! "

Kitty wanted to bang her head into a wall. She hated when people fought. Especially when it was her friends.

"Stop fighting, please, it's making me upset," sobbed Kitty as she fought back tears and tried to focus on the matter at hand. "I think we can help Peter. If we reign in all of the angst we're feeling and work together."

The two girls nodded.

"I think I might know how to do it, if only we had a sample of his DNA from before he turned into that thing," said Gwen as she tried to calm himself down and reign in the dark emotions she was feeling.

"Here," said Kitty as she pulled out a strand of hair.

"Should I even ask why you have a strand of Peter's hair?" asked Mary Jane.

Kitty blushed. "Oh shut up, I was going through a bit of crazed fangirl hero worship thingy back then, I might have um borrowed it."

Two faces infused with weirdness. Kitty rolled her eyes.

"I had a crush on him, get off of me. It's not like I was going to try and clone him or anything, more than one of him is bad enough."

"Well it did come in handy, in its own way," said Gwen. "Help me, help Peter, so he can help me, and we can all hopefully get over this."

"Yeah, we got to hurry, Logan's going to try to keep him busy, I made him promise not to hurt him, and he better keep it," said Kitty.

"Yeah, we better hurry," said Gwen, not sure how much she trusted Wolverine not to hurt him. "I think we can throw together a sedative, based on several principles needed to create infuse certain principles that have been theorized to calm down dark emotions, infuse the hair in there, boil it in a hundred degrees Celsius for five minutes."

"So, mind running that about us one more time and in less words," said Mary Jane.

"Create an antidote, put the hair in there, and boil it," explained Gwen before the girl paused and added. "Oh, and hope we don't blow up half of the house in case I'm wrong and us with it."

"Is there a chance that's going to happen?" asked Kitty.

"Well, we don't know, do we now?" asked Gwen. "It's better than what could happen."

* * *

"Damn you Parker, you just had to pull this and look where it got you," grumbled Logan as he dropped down. "I swear, your just about as bad as both of your parents, all of the times I had to bust their reckless asses out of trouble and it ended up getting them killed in the end."

Suddenly Logan sniffed the air.

" _Shouldn't be too hard. Just follow the chaos, the destruction, the stench of self loathing."_

Suddenly, he saw another force, a looming dark figure, dressed in black, with a trench coat and carrying an arsenal of weapons. "Who the hell are you, bub?"

"I'm looking for Spider-Man, to punish him for his crimes," said the man. "I always thought he was a soft hearted child, because he never took the necessary steps to solve problems. But I never thought he was a cop killer. And a coward. But I'm about to find him and I'll solve the problem."

"You know nothing," said Logan as his claws poked out, and he stared down this man.

"Ah, you're the infamous Wolverine," said the dark figure. "A pity, you've been tamed, your heart softened, your brain ruined. But what can I expect. People don't know what needs to be done, to protect innocents."

"You're that nutcase that's killed a bunch of mobsters," snarled Logan.

"My name's Frank Castle," said the figure. "I've made it my mission in life to punish those people who decide to hurt innocents with their action or inaction. I will find Spider-Man. I will stop him and do everyone a favor by putting him down. And I don't care who stands in my way."

Logan took a step forward. "You've got to get through me, first, Castle."

"If you want," said Castle. "Let's see how tough your little healing ability really is, against my arsenal."

Logan stood his ground, claws popped. "Let's dance bub."

"Gladly," said Castle, as he held out a bazooka.

* * *

Charles Xavier sat, facing all of Congress, slightly annoyed by their inability to listen to reason.

"I must once again argue the folly of giving Norman Osborn so much power over the MRD and the license to hunt mutants," argued Xavier.

"Xavier, your little vision about how mutants and humans can coexist, it will never work, mutants need to be registered for everyone's protection," argued Robert Kelly.

"Kelly, you don't know what you're doing, Osborn's nuts," said a grizzled man in an eye patch, Nick Fury.

"Norman Osborn is a brilliant man with a great vision, he's going to protect everyone," said Kelly. "If anyone's gone mad with power, it's you Fury. You keeping vital information, nearly caused the world to be destroyed, and we had to rely on mutants to save it and they killed a bunch of people."

"That was that nutcase Dillon and the Red Skull," argued Fury. "And that demented mad man Essex."

A blond haired man stood right there, named Steve Rogers. "Look, I've come here, because I've see this sort of thing happen before. There are grave consequences by giving some mad man too much power, to round up people at his sadistic whims. I know, I've fought for it."

"Rogers, you know nothing about what this country is any more, you've spent so much of your life hidden away," argued Kelly, as the members of Congress looked at each other. "Times have changed, people have changed. You don't know anything about what America is anymore."

A dark haired man looked up. "Right, you know who you're talking about right? Captain America? Know nothing about American ideals. Do you realize how stupid you sound?"

"Stark, I won't be lectured by some spoiled overgrown child who joyrides in an overgrown tin toy," argued Kelly.

"Really, I'm the one who's acting like an overgrown child?" said Tony, eyebrow raised."You really don't understand how stupid you sound do you? And your little Master Mold program, Osborn and Trask don't understand how dangerous messing with such an advanced AI, how the smallest screw up can cause everything to fly completely off of the rails. I've extensive researched the matter with Reed Richards before and it's bond to not end well. And on this scale, you've doomed everyone!"

"And you're listening to Norman Osborn, who in case you idiot haven't realized, is the mother fucking Green Goblin," concluded Fury.

"Osborn's been proven innocent, he was seen at Oscorp, he's redeemed for his actions."

"People can be at two places at once, there's shapeshifters, LMDs, hard light holograms, Osborn can afford to pay some dupe to stand in his place for an Albi when he goes on his insanity fueled joyrides."

"Enough, we've heard everything. Time to vote on further provisions of the mutant registration bill, overriding the President's veto, and authorization the activation of the Master Mold Program and Project Wide Awake, to hunt down the mutants and those caught sympathizing with them. You've heard the arguments, brought forth by Senator Robert Kelly and the Secretary of Defense Dell Rusk, and research done by Norman Osborn and collaborated by Bolivar Trask."

"Before any of you vote, remember, those who fail to learn from history, are doomed to repeat its mistakes," said Rogers, but while some folks considered those words, many others had ignored them.

Xavier sighed. " I do hope we got through to enough of them."

"Even the President couldn't stop them," said Fury, he wanted to strangle Kelly for not listening to reason and ignoring every argument. "He's actually backing Spider-Man in all of this, he's support's what the kid is doing, but these idiots are misunderstanding everything."

"So the President's kind of a Spider-Man fanboy?" asked Tony.

"That's one way to put it," said Fury. "Hopefully they'll make the right choice."

* * *

In an long away mystical kingdom, two shadowed figures talked. "My son, I must remind you that I will enter the Odin Sleep soon, and I need you to stay behind and guard the realm. With your brother destroyed in your battle, I have every confidence that you will be able to watch over all here. And I do implore you not to have one eye wander toward Midgard. Remain focused."

"Yes, my father, I understand," said the other shadowed figure. "But what if he's still out there, we never found his body…"

"He's gone, there's no way he has not perished. Now I can rest easily."

* * *

Norman Osborn finished the programming of the Master Mold programming. The sophisticated AI created by a computer of great power, and fueled with a scan with elements of Spider-Man's DNA and based on scans of his own brain waves.

To the side of Osborn, a mirror reeking of mysterious energies appeared and a shadowed figure, with a horned head watched.

* * *

Deep within a cave in the Artic Circle a caped figure dressed in purple wearing a helmet watched down on humanity. Healed from recent efforts that nearly ripped him apart.

"Xavier's a fool just as I expected. I warned him. I won't let it happen again. I'll stop it, and take control of the world, no matter who stands in my way and how many humans I destroy."

* * *

In a dark lab surrounded by genetic experiments of various kinds of depraved genetic experimentation.

"So, Warren, your progress."

"I think I've almost figured out the process to replicate Spider-Man's DNA. The second prototype was a failure but I've stored it for future research."

"Excellent. And the conditioning of the weapon."

"She's being broken down nicely. Every foolish thought of heroism is being ripped from her brain and all the goodness of her heart is being plucked out. Leaving her nothing but the wild feral rage that fueled the original Weapon X and will soon leave her without misguided notions that corrupted it."

"Yes, acquiring those notes did come in handy from the facilty. And our weapon, our little project. You've done well, Warren, you can be a devious Jackly sometimes. We'll unleash her when she's conditioned and the consequences of this experiment will be interesting."

A sinister laughter filled the air.

* * *

The crazed man spider continued to stalk down the city streets, being pushed right out the way, hidden right into a building and held there.

The astral mental echoes of Peter Parker, hidden deep with the beast had been forcefully yanked right into another plane and flung right through the ground right in front of Jean Grey, who looked at him, very annoyed, very frustrated, and kind of worried, eyes glowing and surrounded by energies of a great cosmic.

"Peter Parker, you angst riddled, stubborn, twat, I need to speak to you and you will listen, don't you realize what you've caused by wallowing in your super powered self loathing!"

* * *

**Next Chapter, Night of the Living Vampire Part Three, where a lot of things are paid off, with some left open for future pay off.**


	84. Night of the Living Vampire Part Three

**Chapter Eighty Four: Night of the Living Vampire Part Three**

Peter Parker screamed as he was dropped right onto his knees, in front of Jean Grey, who glared at him.

"Just look at the way you've been acted, and how you've got everyone worried completely sick with your little angst ridden guilt trip!"

Peter got a look around. He turned his head, once to the left and once to the right. He saw a purple sky behind him. He stood on rocks and heard ghostly echoes right all around him.

_"She dragged me on some kind of Astral Plane..."_

Jean turned to Peter, as she put her hand on her face and sighed. "Look Peter, you should have really come to the Institute first thing. It would have let you in. Even if we weren't there. You're keyed in. Then we could have figured something out."

"I didn't want to cause any..." started Peter. Jean cut him off.

"Trouble, well you did," said Jean as she folded her arms and looked at Peter. "Your little guilt trip caused Creed to make more people paranoid. It's putting power into Norman Osborn's hands. He's going to send death machines in the name of protecting humanity. And those paranoid idiots at Congress are just about to hand him power. Kelly's in Osborn's pocket, and..."

"Fine, everything's my fault, okay, are we happy now?" asked Peter.

"Not in particular," said Jean, as her arms folded but her expression softened. "But I shouldn't really blame you for this. Those men would have found a way. I just got scared. Everything's that's happened. And we go away for three weeks and everything goes to hell."

Jean turned away. "It's really hard to hear myself think. All of the thoughts, all of the bad things. It's starting to really cause me to get stressed out. I can't let this get to me, but it's just hard."

"It's alright Jean, none of this is, well it's kind of..." started Peter. "Is there any answer that I can give that won't get my butt kicked all around the Astral Plane?"

"It's been a hard couple of years, everything seemed to be a lot simpler at another time," mused Jean as she sighed and turned away before she sat and took a deep breath. "Where did the world go wrong anyway?"

"I don't know but we need to fix it," said Peter, as he sat down next to Jean. "It has to get better, eventually."

_"I hope," added Peter._

"I don't know how it could get much worse," replied Jean. "And I don't really want to think about it."

Jean turned slightly towards Peter and gently placed her arm around him.

"We do care about you Peter, no matter how much you get on your nerves," said Jean. "You might act like a little brat sometimes, but hey, that's what makes you you."

"Thanks, Jean," said Peter with a sigh. "Just...thanks. Really means a lot. I kind of tore off alone and forgot that there are other people, who have problems."

"I don't know how long I can keep the angst in your mind at bay," said Jean. "Kitty's working on antidote and Logan's looking for you. He knows not to hurt you. Or he'll be sorry."

Peter found himself feeling sorry for Wolverine if he got out of line. Even with his healing factor.

"You need to go back Peter, I can't keep you here any longer, because it will fry your brain," said Jean.

Peter winced. "I got the message."

"Good luck, Pete and be careful," advised Jean.

"Thanks," said Peter.

"Welcome," said Jean as she hugged Peter goodbye. "Now I'm sending you back, try and keep those dark impulses at bay. See you later."

* * *

The X-Jet arrived right on the ravaged streets of New York. Snow and ice only barely masked the horrors of a city torn apart by weeks of gang warfare. Then of the cat and mouse gang for Spider-Man.

The stench of decay and death were in the air.

Rogue turned as she stepped out of the jet with the team. "So, what do you we do?"

"What we've been trained for, we need to keep the MRD off of Spider-Man's back," said Cyclops.

"Easier said than done," said Iceman, but he remained focused.

"Hey, we can all do this, we can't just hide from this anymore," said Nightcrawler, as he stood poisoned for battle.

"Do or die time now," muttered Cyclops. "Time to get their attention."

Cyclops blasted an optic blast right at a light post which caused the MRD troops to turn around.

"Hey, you MRD punks think you're so big, when you're ganging up on one guy!" yelled Rogue. "How about you try to take us on in a fair fight?

"Nah, I think they're kind of scared about a fair fight," taunted Nightcrawler.

"Bunch of bullies," added Iceman.

"Really nothing but Osborn's little gang of thugs and punks," contributed Rogue.

The MRD commander just looked up. "You children will pay for that right now. MRD forces, stop hunting for Spider-Man, capture the X-Men, Osborn will reward us for bringing them in for research and dissection."

The MRD started to fire their weapons right at the X-Men. Nightcrawler bamfed right into the air with a pop and grabbed the head around the MRD member. With another blast, he flipped him over and threw him right to the ground.

Iceman froze the weapons of the MRD members. He road by on ice and knocked the ice and knocked them down.

Rogue rolled around on the ground, to dodge the MRD members. She grabbed them by the neck, just drained enough of the power out of them to disorient them. Then she knocked their heads together. The girl dodged another attack.

"Everyone stick together, we can't let them divide us!" called Cyclops, as he focused and blasted the weapon right out of the MRD's hands.

"Don't worry," said Rogue as she grunted before she flipped another MRD member over. Nightcrawler grabbed three of the attackers.

"Call for reinforcements..." stated the MRD commander but a blast of ice froze the communication device. Then he was knocked right down to the ground.

"I'll get these people out of here," called Nightcrawler, as he grabbed a huddled group of children before he ported them out of there.

The battle raged on.

* * *

The girls sat around a table, right in a basement in a rather nice house. They had their hair tied back, wore goggles, and gloves.

Gwen looked over the conclusions made.

Based on the mistakes the research that lead Curt Connors to become the lizard and eventually a tragic fate.

Base on an antidote that she made for Peter after his battle with Mysterio, after he had been drugged into delirium based off of the Master of Illusion's first scheme.

Based off of some research that she helped Peter do when he first got his powers, to help explain how his powers worked. And how they could really hurt or kill people if he was not careful.

Granted, she had to be careful with what she was doing but she thought she could do it.

_"Oh boy, what a few weeks, huh Gwen? All of the crap that happened. I'm kind of sick of the entire world trying to either batter me or kill me. Poor Peter, you should have been there more but...you know what, just shut up. Focus, you need to help Peter, then you can figure out where you go from here."_

"Well, I think that this should work, Kitty check my math please," sighed Gwen.

Kitty read over the notes. "Um, might want to tweak that one just a bit, but other than that good, really I think this might work."

"Right, thanks, fixing right now," muttered Gwen.

"That's actually well explained," said Mary Jane as she read the notes. "I mean, I get it and all. That's kind of brilliant. "

"Thanks," said Gwen as she shifted and took a deep breath. "Okay, calm down, focus, and let's prepare."

The girls tried to remain focused.

_"Either I'm going to cure Peter this or condemn the entire neighborhood to radiation poisoning if it blows up. Oh well, here goes nothing."_

The three managed to go right through the process of making the antidote.

"Right, let's wait," sighed Gwen.

"So, um," said Mary Jane, as she looked at Gwen.

"For what it's worth, I'm sorry," replied Gwen. "Just...let's work on this together, then we'll fix everything."

"Yeah, I'm sorry too," said Mary Jane. "About everything. I've just realized how many issues I have."

Gwen sighed. "We all do, but...hey we're getting over them. At least that's something."

"I just hope things get less awkward and depressing," said Kitty as she frowned. "It's kind of bumming me out."

"I think that's something we can agree on," said Mary Jane as she looked forward. "How much longer for this thing?"

"Shouldn't take too long," muttered Gwen. "About do or die time?"

_"Yeah Gwen, you've screwed up a lot. Of course, your biggest screw up could be if this blows up in your face."_

"Okay, done, hope this works," said Gwen.

"I'll get it to him," offered Kitty as she reached her hand out.

"Defend it with your life," said Gwen as she corked the antidote and gave it to Kitty.

"All that and more," said Kitty, as she reached into her bag. "Don't worry, I'll bring Peter home."

* * *

"Can't believe you'd be justifying a cop killer?" growled Castle, as he rushed forward.

Logan dodged and jumped onto the wall. "Castle, you're a nut. And obviously you've jumped to conclusions. Creed's lied to everyone, and given who his old man is..."

A rocket nearly caught Logan. He moved right out of the wave and jumped up, before he popped his claws and sliced the rocket launcher to bits.

"Ah, a nice move," said Punisher as he hurled a grenade.

Logan dodged. He rolled. He leaped into the air and popped his claws, but Castle managed to avoid him.

Logan found his claws stuck in the ice and he tried to pull it out.

"Time to die, animal," said Punisher as he moved forward, but Logan kicked him right in the face, before he pulled his claw out.

Logan continued to fight and growled. "After you, bub."

Punisher reached forward and released a flash bang right into Logan's face. The mutant screamed.

His healing factor did not block the searing pain of having hyper active light blown right into his face. His strong sense of sight made it worse.

Punisher pulled out another rocket launcher and pulled the trigger.

_"The things I go through for you Parker," thought Logan, as he dodged the attack. "Then again, folks pulled me out of the fire a couple of times, so figure I'd return the favor."_

A second rocket dodged by Logan. With a feral growl, he jumped up but Punisher dodged him.

The battle continued right into New York but suddenly Punisher and Wolverine turned around.

The mutant spider monster was heading right to them.

* * *

Kitty phased right through the wall as she rushed right into the city. "Damn it Logan, pick up, I need your help, like now."

Suddenly, she turned around to come face to face with the dark creature known as Morbius.

"I smell you have the antidote," said Morbius as he stalked the girl. "You will give it to me child, or I will hurt you. I can't hold back this force for longer."

"Yeah, well my friend's about ready to die, this antidote's made for him, and not you," argued Kitty as she prepared for a fight.

Morbius growled as he stalked the girl. "You leave me no choice."

The create dove right towards Kitty. Kitty closed her eyes and went intangible. Morbius crashed right through the wall. "Man for someone with super speed, you can be kind of slow."

"Don't mock me, little girl," grunted Morbius.

"Sorry, I'll spare your feelings next time," said Kitty, as she dove right through the wall.

"Give me the antidote," yelled Morbius. "You can't run forever."

Kitty snickered. "I don't have to run forever. I just have to run until the sun comes up."

"You'll fine that won't be easy," yelled Morbius, fists clutched as he charged himself with super speed.

_"That vampire's right, I can't run forever but maybe I can stall him."_

Kitty looked around. She was in the same museum where she had saved Peter from Sandman.

"Hey, over here, plasma breath!" taunted Kitty and Morbius rushed her, but Kitty dodged. "Oh come on, is that all you got?"

Morbius moved forward and nearly grabbed Kitty but she phased right through the floor.

"Stay still," yelled Morbius.

"Make me!" yelled Kitty as she dodged.

The battle continued.

* * *

"There seems to be a lot of these jerks!" yelled Rogue, as she knocked the down.

"Yeah, they keep coming," added Iceman, as he froze more guns in a block of ice.

Nightcrawler disappeared in mid air, which caused two of the MRD officers to knock heads together. "But that's just the fun of it now."

"Stay focused guys, we got to keep them away from Spider-Man," said Cyclops as he launched another optic blast. "Stay focused."

The battle with the MRD continued to rage right through the city.

* * *

Sinister sat, as he looked at the information that Mystique had passed to him, that she got from the Oscorp computers.

"This program will serve my purpose well," said Sinister, as he read the description. "The weak will be purged and only the strong will survive."

Sinister looked over, at the three attempts to clone Spider-Man.

All was left of the first one was a black ooze that seemed to have moments of life of its own. The second was mostly complete but rather flawed. Yet it would be a valuable tool.

The third would learn from the mistakes of the first two and create the perfect sleeper agent to replace Spider-Man. He would infiltrate the world, assume his life, and then when the time was right, Sinister would use him to crush what remained.

Sinister looked over and saw the other weapon.

Her arms and legs were pulled back. Various substances were introduce to condition her healing factor to be stronger.

Her eyes were pried open to watch images of the worst atrocities that humans had been capable of. And there was no shortage.

Drugs were pumped into her body and electrical shocks had caused her to shudder.

Sinister smiled and laughed. His plan would come true. A world where Survival of the Fittest reigned supreme and only the strong survived.

His perfect vision where all of the flaws were erased and those who were weak would perish.

* * *

"Stay still!" yelled Morbius as Kitty dodged his attack once again.

_"Okay, got to think, this becoming intangible and the tangible thing is going to not be a good thing for you, Pryde."_

Kitty was flung right to the ground as Morbius jumped up. She dodged the attack.

She spun around on the floor and knocked Morbius's legs out from underneath him. Then she propelled the creature over.

"GIVE ME THE ANTIDOTE!" howled Morbius.

Kitty shifted her eyes, and slid right underneath a set of tables.

Morbius was over on the other side and grabbed her, but Kitty phased right through the floor.

* * *

The man on the throne looked at the chaos in the world.

The arrogant fool Odin would think that he would have perished.

Thor's wandering eye would be the downfall of him. He loved his beloved Midgard after all.

The trickster wanted to watch it burn.

A woman with blond hair dressed in a green bodysuit and a green tiara appeared at this time. A large man with a black mustache and an ax, who did not make any sound stood by her side. "You've summoned us?"

"I require a mere favor from you Amora. You will be rewarded, you will get all of what you deserve."

The Enchantress smirked. "I'm certain, but making a deal with you trickster may akin to putting my hand in a den of snakes."

"You know, you could be nicer. It will be an entirely new world once I'm through."

"Very well, what is your bargain?"

"My foolish brother has been tasked with guarding Asgard in the meantile. That arrogant fool has gone into the Odin Sleep. I need you two to head to Midgard and create a diversion. Make sure Thor wanders away, until I achieve my objectives. I will make it worth your while and give you everything you ever wanted."

"Very well, our bargain is agreed. I will collect my payment. Come Executioner, we have much to do."

The shadowed figure watched the duo leave.

All of his plans were about to pay off.

* * *

Creed sat down, across of a man from the table.

The man prompted in a Russian accent "Do you have the money?"

"Depends, do you have the information?" challenged Creed, as he stared, unblinking.

"I always have the information for the price," said the Chameleon as he looked back at Creed. "So, are you willing to pay the price, Mr. Creed?"

Creed pulled out a briefcase worth of money and slid it to the person across the table. Chameleon reached forward slid the folder forward. "Here's everything you need to know about Spider-Man. Including who he really was.

Chameleon smirked. He made a profit and that entire family had been annoying him. So revenge on all accounts and Creed would be the perfect tool.

He did not have to do another thing now. He had his money. His work was done.

* * *

Xavier, Stark, Rogers, and Fury all looked right up at the assembled Congress. They tallied their votes.

"The waiting game," muttered Rogers.

Fury just cracked his knuckles. "I hope they listened."

"So Congress is our last hope to stop Osborn," said Stark before he continued in a sarcastic tone. "Fills you with a lot of confidence doesn't it?"

"I do hope they'll pull through and do the right thing," said Rogers, but he looked up.

Horrified, he saw echoes of the very thing that he fought. The thing that caused him to sink in a depression after the war and into seclusion.

Red Skull escaped.

Bucky was killed trying to save him but they never found the body.

The forces of HYDRA were depleted, the shadow organization which fueled the desire of a mad man who had been bent, who had his vision of an ideal race, a Third Reich. A mad dog who had put himself down. He had been twisted, but it took forces to feed those obsessions.

Yet, he hoped America would do the right thing. He was given new hope, thanks to one person that managed to believe in him. One person who still believed in heroes and would fight.

Rogers hoped that young man was not lost given the events of various battles that hardened him.

Xavier looked up at Congress.

_"Do the right thing, do the right thing. Everything that I've worked through for my entire life, undone, every mistake I've made. I've regretted them all. My powers, they could be prone to great abuse. It would be so easy to fix problems by changing minds. But that's not a road we need to do, again. Given I fear that mistake might have caused this chain reaction. The past is the past, Charles. Now the hands are in the hands of these men and women. I just hope they don't think with their wallets or their close minded beliefs."_

"Congress has reached its decision. By a margin of one vote, we have achieved the necessary votes to override the President's Veto. Additions to the Mutant Registration Act has been passed. Mutants will be forced to register their powers to the government, along with their full information and agree to monitoring. Any mutants who are not in compliance will be hunted down and turned into the MRD Holding Facility. Also, the authorization of Project Wide Awake and the Master Mold Program has been agreed to be launched. All mutants will be hunt down by this program, should they not comply and arrested. The bill is now officially law."

"Those fools," growled Fury.

"So now what?" asked Stark.

"We have to prepare, for everything that's to come," sighed Xavier.

Rogers said nothing.

It was his greatest fear come to life.

It might have been the darkest hour they had ever faced.

Would their be enough time to whether the storm?

What hope remained now?

* * *

"I warned Charles about the folly of trusting those primates."

Magneto stood up and watched. His purple cape billowed in the air. The fortress of ice surrounded him along with the monitors.

He saw it happening again. He knew it was going to happen.

Humans were too stupid to learn from history. Mutants were the next step of evolution.

Magneto looked to the left and to the right. He saw the fools at Congress who condemned an entire race to death based on paranoia and greed.

He saw the fools who seemed unwilling to make the choice of putting down a mad dog for the good of all life.

Then the sadistic man who was given unprecedented power to slaughter the next stage of evolution. All in the name of maintaining traditional ideals and refusing to adapt with a changing time.

It was obviously what he must do.

"It becomes clear what I must do now," ranted Magneto to himself. "I will kill Norman Osborn."

The Master of Magnetism made preparations.

* * *

Kitty flew right across the room and landed right next to a case. She rolled over in pain and Morbius jumped at her.

"I think you're running out of steam, child," said Morbius as he stalked his prey. "Why don't you give up and hand me the antidote?"

"I'd tell you to bite me," muttered Kitty. "But I wouldn't want to give you the encouragement."

She rolled out of the way, before she threw herself right into another room, with various medieval artifacts.

Morbius flew over and grabbed Kitty by the throat and forced her again the wall.

When she lost her concentration, using her powers tended to be rather difficult.

Air being cut of from her brain, was not conductive to using her powers.

"I'll strangle you," grunted Morbius, but Kitty reached through a glass case, before she grabbed a wooden object. "Did you really think you can defeat me? You couldn't defeat a creature like me?"

"Guess again, you walking overdrawn bloodbank," said Kitty, as she held the stake in her hand, before she stuck it right into Morbius's heart.

"Foolish girl, I'm not that kind of vampire, a stake won't kill me," grunted Morbius, as he staggered, but Kitty moved and reached the computer.

"Not stopping, merely stalling," muttered Kitty, as she hacked into the computer. "Whoever developed this security system was being lazy. It's so easy to hack into the password, there got it."

Morbius looked up as the roof in the museum opened up and a telescope moved over. Sun was reflected right through the telescope.

"You can't do this to me," growled Morbius but he collapsed. Not dead, just merely weakened, body burned.

Kitty moved away from Morbius, as he laid on the floor, weakened and he slowly boiled under the sun.

He screamed. Kitty momentarily felt bad.

_"Wow, kind of sucks," thought Kitty. "But, he's not really alive and he's beyond...yeah I just did what I had to do, move on Shadowcat and focus."_

She did not even look as Morbius boiled and screamed.

There was something else she had to do.

* * *

Wolverine swore angrily. Not only he had to deal with this nutcase Castle, but also the fact that Parker had gone off of the rails with a super powered fit of insanity and all of his angst and rage had manifested into this thing.

Logan might have been the best in the world at what he did, but sometimes his life sucked.

_"Flametower, of course this nut would have a flamethrower."_

He dodged, very narrowly missed the art of getting set on fire.

The mutant turned his head. "Come on, is that all you got?"

"I've got plenty more," said Punisher as he looked on. "But first, you or the spider? Or both in one shot?"

Claws met the machine but Punisher tossed out a net.

_"Damn, how many weapons does this guy have?"_

Logan screamed as an electrical charge amplified his senses.

Punisher pulled out another gun, but the giant spider creature distracted him.

Kitty rushed over and dove right under the ground, before she reached down, and grabbed the Punisher, before she pulled him back down. Punisher was sunk right into the ground but he bounced right back up.

Logan knocked Punisher back. "Lights out, bub."

Punisher landed right on the ground. Logan turned his head to Kitty, annoyed. "What took you so long?"

"Got sidetracked, had to break up a fight, get into one, tell you more later," said Kitty before her eyes widened as the spider creature appeared to get angry. "Ah, crap."

"My sentiments exactly," grumbled Logan as he looked up. "So..."

"I've got the antidote, fastball me," said Kitty.

"Right into him?" asked Logan as he wondered if she had lost her mind.

"Just do it, 'kay," urged Kitty, arms crossed, lips pressed together, eyes narrowed and Logan grabbed her.

"Hold onto your lunch, kid," said Logan as he picked her up.

Kitty was flung right through the air. She held out the syringe.

_"Make the shot, make the shot, yes, got it!"_

She held her breath, as she landed off. The giant spider began to disappear right before their eyes.

Spider-Man laid on the New York City streets, and shivered. His costume ripped, but his body mostly healed, as he was pulled up.

"Oh, my God, I'm so glad that worked!" yelled Kitty, as she lost sense of herself and hugged Peter from behind.

"Nice to see you too, Kitty," muttered Spider-Man as he winced from the forceful pressure applied to him. "But my ribs are still kind of tender."

The girl looked sheepish. "I'm so...well that was..."

"You were excited and lost your mind, I know, it's okay," said Spider-Man, as she smiled. "Thanks for saving me."

Kitty smiled. "Well friends kind of do that you know. And look out for each other. And help each other. You don't have to hide, P...Spidey, we're all here for you. Stop beating yourself up and focus."

"Right, focus, focusing it, pulling it together, the focus," said Spider-Man, as he relaxed, as he saw Rogue, Nightcrawler, Iceman, and Cyclops.

"Ya, better?" asked Rogue.

"Now I am," said Peter.

"Good, because I thought I'd have to knock you around, you angsty little jerk," said Rogue, but she smiled. "Welcome back."

"Well everything went pretty good," said Iceman.

"Yeah, you all did a good job," added Cyclops as he turned to the team. "As for you..."

Spider-Man shifted a bit.

"We should have listened to you sooner, all of us, even Professor Xavier," said Cyclops. "But you still..."

"We all have a lot to learn from each other," summarized Nightcrawler.

"I need to take you back, I promised Gwen I'd bring you back in one piece," said Kitty as she steered Peter. "Then you can, um work out your differences, and make up, and...yeah I'm kind of not going to use my imagination, because that might break my brain. But you two can figure out."

"Well at least that's over," sighed Cyclops. "What more can happen..."

Several search lights appeared right over them, and hundreds of armored troops appeared.

"Oh for the love of..." grumbled Logan.

"X-Men, this is the Mutant Response Division, you will come in with us for registration immediately or you will be arrested!" called a voice. "Deadly force has been authorized and you will come quietly or face the consequences."

The X-Men and Spider-Man stood right side to side and prepared for battle. Hundreds of MRD troops flown in and they appeared to be backed up this time.

The fight was not over, it was just beginning.

* * *

"Kitty should have brought him the antidote by now," said Gwen as she sat, arms folded. "He needs to learn that not everything is his fault."

"Reminds me of someone else," muttered Mary Jane.

"What?" asked Gwen as her head snapped to the side, and eyebrow raised.

"Nothing," replied Mary Jane. "Just, yeah, this might make things a bit more awkward and with..."

"Harry's still in the hospital, and he doesn't know," said Gwen with a sigh. "And I'm not sure if...I mean, I don't know."

Immediately, Gwen saw right out of the corner of her eyes, some lights and some men right outside, who started banging on her door.

"Alright, I know you're in there, traitor to humanity!" growled Creed as he kicked and pounded at the door.

"What's that nut want?" asked Mary Jane.

"Nothing good," said Gwen as she sighed, but immediately her eyes widened as she saw them try and bust right through her windows. "We need to move, get upstairs, now, call for help, before they get in."

Mary Jane nodded, as the windows cracked, as several masked men attempted to move in.

"When I get in there, I'm going to make you pay! No one embarrasses Graydon Creed and the Friends of Humanity! You've betrayed the entire human race, mutie lover! I need to silence you, for the good of humanity."

The two girls bolted up the stairs as the Friends of Humanity busted down the doors.

* * *

"Clones, very interesting, this will do nicely, thanks Warren, you're living up to your bargain."

Norman Osborn turned, as he activated the program.

"Master Mold Program is online. Beginning production of Sentinel Prototype!"

Osborn smirked. Soon the world would be ruled by him. He would save humanity.

Of course, there will be losses, but in the end, they would be worth it. It was like business, sometimes you had to sacrifice people to make a great gain.

He turned and saw the image of the Green Goblin right in the mirror. "Good job, Norman. Try and bake all of those mutants. You're the only one who can control the world."

Osborn nodded. He had further plans.

* * *

**Coming Up Next, the world continues to spiral into insanity. Can our heroes all manage to pull through this one? "Desperate Moments" is the next story arc, where all of this insanity will hopefully tie together. And more will be spawned.**


	85. Loose Ends

**Chapter 85: Loose Ends.**

The X-Men and Spider-Man stood and faced the entire MRD.

"They're more of these guys then before," said Iceman as he held his hands up.

"Just more targets," grunted Wolverine as he held his claws.

Nightcrawler stood, his blue tail fluttered in the wind from the helicopters. "Should we find a way to get out of here?"

"No, just got to not back down from these punks," said Rogue as she turned to face them.

"Everyone stand together," encouraged Cyclops. "If they divide us, they'll capture us more easily."

Everyone nodded, as they prepared, for the battle.

Spider-Man put his web shooters back on.

" _Down to my last two web cartridges, better make them count, both of them," thought Spider-Man._

The MRD moved in for the attack and the X-Men and Spider-Man prepared for the fight of their life.

* * *

Gwen pulled herself up the stairs, with Mary Jane right behind her. Mary Jane breathed a few times as she tried to hold things together. "Help me get this door locked, put this furniture right in front of the steps."

"Right," muttered Mary Jane as her hands shook, but she straightened up. The two girls managed to barricade the door shut. "What about the windows…"

"Almost forgot, don't want them climbing up here," said Gwen as she felt her heart pound right on the inside of her ribs.

The two girls made sure all of the windows were locked immediately.

"So, anything else?" asked Mary Jane. "You know, we can't stay up here forever…"

Gwen nodded in a frantic manner. "Yeah, I know, we can't, it's just to delay them, to get the police here right away, or to wait…"

"For Peter?" asked Mary Jane.

"Yes, maybe," said Gwen as she felt her heart pound against her chest. "But this is just more to give me time to think, I'm not going to just wait around like some damsel in distress and wait for him. If these idiot's push me, they might regret it."

"Gwen calm down, you can't fight those guys…" said Mary Jane.

"Why not?" snapped Gwen. "M.J., I'm so sick and tired of everything. I don't have bait stamped on my forehead. Just take this please."

Gwen handed Mary Jane a baseball bat. "And this…"

"Break it over their head if anyone looks at you funny," said Gwen as she held her cell phone and tried to dial. "Damn it, of all of the times of the damn battery to go dead, it would have to be this one, maybe I can fix it."

The blonde girl turned around and looked around. "That bastard Creed, he tried to use my Dad's death…and now he's going after us, crap. Damn Chameleon, I bet you he sold him Peter's identity, but…I'm not going to hide upstairs in a corner, they'll be up here in a little while anyway."

Gwen winced as she heard the Friends of Humanity smashed everything around the house. "Got to fix this, if I didn't have the other phone downstairs, this might be easier."

The girl tried to repair her cell phone, as the Friends of Humanity laid waste to the entire house in their crazed fury.

Her mind wandered back to another time. The time she met Peter all of those years ago.

* * *

The sky outdoors was slightly cloudy and the wind blew, as a young girl, seven years old, with blond hair and a black headband, dressed in black and red looked around, nervous at her new school,.

She gasped, as she saw four much larger boys beat up a much smaller boy. She put her hands on her hips and glared at them.

"Hey, leave him alone!" shouted Gwen, as she put her hands on her hips and the four young boys looked around.

"What are you going to do about it?" taunted one of the boys and she just swiftly kicked him right in the shin.

"This!" yelled Gwen as the four boys backed up.

"We can't hit a girl, we'll get in trouble!"

Gwen rolled her eyes and she kneeled down beside the boy. "Why were they beating you up?"

"I don't know, I just corrected one of their answers in class," managed the boy, as Gwen extended her hand. "I don't think they like me, I can't help it, I get good grades."

"That's not right," muttered Gwen. "My Daddy says that bullies are just that way, because they're scared inside and have to take it out on other people."

She paused. "I'm Gwen, Gwen Stacy, I just moved here, my Daddy got a new job here."

"Peter Parker," mumbled the boy. "Thanks, you didn't have to…"

"Anyone should," said Gwen in a firm voice. "Where are your friends?"

Peter looked ashamed

"I don't have any," muttered Peter, shy, and Gwen gently put her hand on his shoulder.

"I'll be your friend, I don't have any either," said Gwen with a sad expression but she shook her head.

"I'd like that," said Peter, with a shy smile.

* * *

"That should hold them for a little bit," muttered Mary Jane. "Any luck?"

"No," said Gwen as she took a breath.

"Are you scared?" asked Mary Jane.

"Yes, but I can't freak out," said Gwen.

* * *

Aunt May sat right at her kitchen table. She wondered if it was a good idea to watch the news. It was bad for her health.

The images of the MRD flicked across the screen and the battle with Spider-Man and the X-Men. She watched, her eyes widened as she continued to make dinner and hoped against hope that it would get better.

She jumped with a start as she heard the back door fly open. A dark woman with white hair, a furry man with blue skin, and a young man with wings had appeared right in her house.

"Mrs. Parker, thank heavens we found you in time," said the blue man. "I'm Doctor Henry McCoy, and these are my associates Ororo Munroe and Warren Worthington the Third."

"You're those X-Men," gasped Aunt May.

"Yes, we believe you're in danger," said Storm. "A man named Graydon Creed may have discovered that…you do know about your nephew."

"I had a theory," muttered Aunt May, as she looked at them.

"We must get you out of here, immediately," prompted Beast.

"Right, of course," said Aunt May, as she heard the front door being kicked right back in.

"The Jet's out back," said Angel. "Ororo, deal with anyone, make sure we're not followed."

"I think I can handle that," said Storm, as she kicked up high and cold winds as a diversion.

* * *

"WOULD ANYONE EXPLAIN WHAT THE HELL IS GOING ON WITH THE ENTIRE WORLD?"

J. Jonah Jameson looked out the office window, at the entire insanity that unfolded right before his very eyes. "Has the entire world gone mad?"

"Calm down, Jonah," said Robbie.

"I'm calm, calm, calm, HOW CAN I BE CALM?" yelled Jameson. "First the gang war, now the man hunt for Spider-Man, I lose Parker too, and now Congress has decided to pass a mutant hunting bill. And I have no idea what else is happening right here!"

"I thought you'd be happier that Spider-Man was being hunted down," said Robbie as he looked at his colleague.

"No, well yes, but no!" yelled Jameson, as he sunk back into his chair. "If the web head's web dead, how are we going to sell papers?"

Jameson took a deep breath. The grizzled old man sighed. "Miss Brant, fetch me my medication."

"Of course, Mr. Jameson," said Betty over the intercom.

Jameson sat back and he wondered if the world was going insane. It made him nearly sympathize with Spider-Man for a second, so the proof was right there.

* * *

"I think I got a charge," muttered Gwen, as she tried to click the cell phone right into place. "No, still dead, all of the money I paid for this stupid thing! I swear, I'm going back to landline."

A crash was heard and the upstairs door cracked right open, as Mary Jane stood and turned to Gwen.

"Give me a minute," muttered Gwen, as she looked out the window. "Son of a…they're outside by the roof too, if we climb out, they're get us, damn it, damn it, why does this have to happen?"

"Gwen, don't get flustered," said Mary Jane as her hands shook but she composed herself.

"Oh, I'm way past flustered right now," hissed Gwen, as she moved through the storage area, and tossed more boxes down the stairs. "I think there used to be a ladder down here, to the downstairs area, maybe the garage, I think, I hope, it's been a while, since I've been back here."

The red haired girl nodded, as she held the bat steady right in her hand.

Gwen held her hand, a small little child's costume and a red white and blue shield. She looked at it, pleased, in spite of the situation, she remembered this. It had been a long time.

She smiled as she recalled a more innocent time.

* * *

"I don't know why I have to be Bucky," whined Peter, now eight years old.

"You always get to be Cap, I want to be Cap," challenged Gwen. "Bucky's not bad, but he died. Who wants to be that person who always dies?"

"Hey, he had a heroic sacrifice and allowed Captain America to defeat the Red Skull," said Peter.

"So, you should be Bucky, then," argued Gwen, as she turned around. "Plus I'm taller than you, and blond and well because, okay! We're going to beat up the evil forces of HYDRA and take down Baron Zemo."

"I thought it was Baron Strucker," said Peter and Gwen just shook her head.

"Anyway, Evil Baron Guy and his snakes," said Gwen with a shrug. "Halt, bad guys, I'm going to so…kick your butt and stuff."

She held up her shield and struck heroic pose, but she tripped and fell right on her face.

"Nice one, Captain AmeriGwen," muttered Peter, but Gwen shook her head and laughed it off.

The two children laughed, innocent and carefree, as they punched invisible henchmen.

* * *

"Think I got it," managed Gwen as she had pushed the ladder out.

"Just in time, they're coming up here," said Mary Jane, but Gwen waved her hand and Mary Jane followed her.

* * *

Nightcrawler grabbed two of the MRD troops and teleported them a few inches off of the ground, before they dropped down.

Cyclops unleashed a blast of optic life, as Kitty dove right into the ground, and pulled two of the MRD members down, before she popped them back up.

Logan knocked them right for a loop, and slashed one of their grenade belts. An explosion went off and knocked the Friends of Humanity member backwards.

Rogue and Iceman fought, and Spider-Man engaged the MRD.

"There's so many of them!" shouted Rogue, as she knocked another one out. "Osborn must have sent them all here after us."

Several civilians ran right for terror and one of them was Flash Thompson, who was shoved to the ground. Spider-Man moved over and pulled him out of the fray.

"You better get out of here," said Spider-Man to Flash.

"Right, thanks Spidey, I can't believe how these jerks are acting like this, Creed and all of that," said Flash. "Um, I might have been wrong all of these years about Parker."

"What?" asked Spider-Man as he tripped out another Friends of Humanity member, and Nightcrawler, Iceman, and Rogue continued to battle.

Flash shifted. "Well, Peter Parker and I, you know, we've had a bit of a problem, I might have acted out, because he acted like he was smarter. Well he was, but it rubbed me the wrong way. I wasn't that much different than those Friends of Humanity jerks or the MRD, picking up people, and I'd…you won't tell him will you? I feel bad enough."

"Don't worry Flash, your secret's safe with me," said Spider-Man but he gave a small smirk beneath his mask.

"Thanks, Spidey, uh I should go," said Flash but he had managed to trip up the MRD guards.

"Come on, come on!" yelled Iceman as he had tripped up more MRD members and they slid.

"Got to even the odds somehow," grunted Logan. "Come on, is Osborn breeding these things like rabbits?"

At that point, Jean showed up and she floated in the air, arms folded. "Hey, you better leave them alone and you'll be sorry!"

"What are you going to do about it?" taunted one of the MRD members, but Jean just floated there and raised her arms, with all of their weapons and armor ripped off of them and the remaining MRD members were knocked right into the back of their own containment vans and the doors were locked.

"Oh, that, maybe," said Jean as she turned to the rest of the team. "Beast, Storm, and Angel got May Parker out of there, just before the Friends of Humanity showed up."

Spider-Man's eyes widened. He realized something really bad.

"Gwen," whispered Spider-Man paralyzed with horror as he swung off.

" _No, Chameleon, I almost forgot, I bet that son of a bitch sold Creed my identity, I just know it."_

"Kitty, Rogue, Kurt, Logan, follow him, make sure he doesn't do anything, we'll make sure all of the civilians are out," ordered Cyclops, as the four mutants in question nodded. "We'll catch up, just go."

* * *

A loud crash echoed, as two of the Friends of Humanity members scrambled up the stairs.

"Get down here you bitches, quit crying, or we'll give you something to cry about!"

Mary Jane turned to Gwen, who had the ladder down.

"Come on!" called Gwen, as the two Friends of Humanity Members scrambled through the clutter on the stairs.

With that, Gwen kicked a cart down and smashed into the two thugs, which caused them to spiral down the stairs. A third made his way up the stairs but a baseball bat cracked right over his head, as he staggered.

"Down, before more come up," whispered Gwen, as she let Mary Jane go down first, as her hands shook.

" _Peter, Kitty, where are you?" thought Gwen in a frantic state, her head pounded, sweat poured down her face, and her heart beat some more, thumped against her chest. "Hold it together, and don't die."_

As Gwen moved down the stairs, her mind wandered to just after her mother died and how Peter was there for her.

* * *

Gwen sank and sulked on the bench. Twelve years old and Peter sat down next to his friend.

"What's wrong, Gwen?" asked Peter.

"You know how Mom was really sick," said Gwen with a saddened expression. "She's gone, she passed away."

"I'm really sorry Gwen," said Peter, as he hugged his friend. "I can't imagine what you're going through."

"It's hard to imagine it, unless it happens," said Gwen as she looked somber. "Mom was always so brave, she didn't fear anything, and she's dead. Why do good people have to die?"

"Well, life can't always be fair," said Peter in a serious voice. "Uncle Ben and Aunt May told me that we honor them by living on and making the most out of their life."

Gwen smiled. "Yeah, your Aunt and Uncle know what they're talking about."

"My parents are gone, I barely knew them, but I still miss them," said Peter as he looked at the clouds

"I don't want to go to school today," muttered Gwen, as she put her head in her hands.

"How about we head to the Arcade, or something, have some fun?" asked Peter.

"We…shouldn't Peter," said Gwen even though that sounded like a good idea. "You'd be in trouble."

"It'd be worth it, you could need a bit of cheering up," said Peter. "Come on, we'll have fun."

Gwen gave a small smile. "It's almost like you're asking me out on a date or something."

His eyes widened and he blushed. "Um, well we're friends aren't we, sure you're pretty, but that'd be kind of weird."

"Oh, I'm weird?" asked Gwen with a raised eyebrow, but she chose not to comment on the other part of what Peter said.

She valued their friendship too much.

"No, you're not weird, you're you, you're unique, awesome, smart, fun, um, I'm tripping over my words, aren't I?" asked Peter with a dorky smile.

The blonde managed to laugh which made her feel better. "Yeah, but that's what makes you, you. Let's hit that arcade. Blowing up aliens might make me feel better."

* * *

" _Pete could always make me laugh, even when I was at my lowest," thought Gwen. "Only took three more years and a spider bite, before I realized what I almost lost. And because he was on the run, I nearly went to pieces and Creed's going to make me miss my own Dad's funeral. I really hate that guy I hope he drops dead of a heart attack or something. Serves him right."_

"Check the door, M.J., is anyone else there?" asked Gwen.

"Spider-Man's on his way," whispered Mary Jane.

Gwen was both excited and scared, as she tried to look for Peter, but the door busted open, as Graydon Creed entered and advanced on the two girls, a crowbar in his hand.

* * *

The Friends of Humanity thugs outside the house, found themselves knocked down immediately, as Spider-Man swarmed in, as the house smoked behind them.

They spun around, but Spider-Man fought through them. Punch after punch knocked them down. No words, he just dismantled them one by one, on pure adrenaline and determination.

The web slinger turned and screams had caught his attention and immediately, four X-Men had arrived.

Kitty nodded, as Rogue, Nightcrawler, and Wolverine battled the Friends of Humanity. They backed up, scared, now that the odds were a bit more even.

"Run!"

"Yeah, you better run, ya cowards!" taunted Rogue.

* * *

"You humiliated me!" yelled Creed in an angered voice, as he stalked both Gwen and Mary Jane, with a crowbar, eyes blood shot. Both girls were scratched up and dirty "You think you're so smart, well let's see how smart you are now!"

A line of webbing ripped Creed's crowbar right out of his hand, and Creed was tripped and landed right by a pile of boxes in the garage, a stun gun slid right out of Creed's pocket.

"Guys, we need to get you out of here," managed Kitty as she poked her head through a wall.

Spider-Man held his web shooters up but they splattered webbing out. Creed cheap shotted Spider-Man and picked up the crowbar.

The crowbar was nailed right over Spider-Man's back and all three girls screamed.

"I'll kill you, mutant!" yelled Creed as he raised the crowbar and nailed Spider-Man right in the ribs. A sickening crack echoed right around the garage.

The weeks on the run had caught up for Spider-Man and Creed looked like a mad dog and almost foamed at the mouth.

Creed prepared to hit Spider-Man once again but he felt a jolt of electricity, which stunned him.

Gwen turned to Creed in disgust, as she held the stun gun. "A little low, but I was doing humanity a favor with that, Creed."

"Gwen," muttered Spider-Man all delirious, as Kitty and Mary Jane helped Gwen catch him.

"Okay, we need to leave, now," said Kitty, as Creed was down but not out but he watched, as Kitty shifted the three right through the side wall.

The door opened and Nightcrawler and Rogue walked, as Creed reached in his coat.

"YOU!" shouted Creed, as he pulled out a hand gun and began to fire madly at both of them.

"Why is this guy firing at us?" asked Nightcrawler as they avoided Creed's shots.

"How in the hell should I know?" asked Rogue, but Logan pushed them out of the way.

Logan was shot right in the shoulder but he pushed forward. The pain was great but he snarled and went right for Creed.

He removed the gun from Creed's hand and grabbed him by the throat with one hand.

"One wrong move and I cut out your vocal cords," growled the mutant. "Not that anyone would complain."

Logan threw Creed outside, as the entire X-Men team, were outside and Creed was on the ground.

"No, I'm a human, you're freaks, none of this was supposed to happen!" ranted Creed. "I was supposed to kill you all, I'm not the bad guy, I'm not the monster. All of these traitors must suffer."

Creed reached around but realized that he was out of tricks, as the news media showed up and a few members of the Friends of Humanity.

As the house burned behind him, Creed dropped to his knees and reared his head back. "Get them!"

Logan turned, to go for the gut. "Creed's not who he says he is. His father's name is Victor Creed, he's a mutant killer known as Sabretooth."

"No, I'm not him, I'm not that bastard!" screamed Creed as he was beat red in the face, sweat rolled down his cheeks, and he shook violently. "My blood is pure, I made sure of that, I removed it and took human blood into me."

"So you stole blood that normal humans could have to live," said Jean as she stepped towards Creed. "Pathetic."

"You don't understand, I'm here to save humanity, you people…you people!" shouted Creed as he rocked back "If you're not with me, you're against me."

The Friends of Humanity took a few steps backward from Creed. Many hated mutants still but they were not fond of Creed.

Creed looked around. "Fine, you want a secret, the media's here, I'm going to do something right now, I hope everyone's listening…"

"Creed, calm down," said Cyclops as he stood back.

"Calm, I'm calm, I'm happy!" ranted Creed as he looked absolutely manic as he breathed, face still beet red. "You see, have something that many people will sell their own mother's for. I'm going to reveal who Spider-Man is to the entire world. It will be up on YouTube in minutes, all over the news, social media, the web head will be dead. I might go down, but all of you filthy mutants are going right with me."

"I wouldn't do that if I were you Creed," warned Jean, as her eyes narrowed, as she watched him.

"No, I'm going to do that, besides what are you going to do about it? Here's the scoop. Spider-Man is…."

Creed suddenly screamed in absolutely pain and clutched his head.

He fell down to the ground and clutched his head. Creed's body spasmed.

"Must have had a stroke or a brain aneurysm," called a voice. "Get him some help."

"He just dropped?" asked Nightcrawler."Before he could reveal Spider-Man's identity?"

"Yes," said Jean in a collected voice as she turned around. "We better get some people back to the Institution, medical attention. Before anyone else shows up."

"Jean?" muttered Cyclops but Jean shook her head.

"Some people are injured, worry about that, Scott," said Jean in a firm voice, as she walked towards the Jet and the others followed.

Creed might have been done but the troubles for the X-Men and the rest of mutants were beginning.

* * *

Now out of his utterly damaged Spider-Man Costume, Peter rested right on a bed right in the Xavier Institute and the door opened, as Aunt May walked in.

"So," said Aunt May as she looked at Peter.

Peter winced. "I think the spider's out of the bag, isn't it?"

"Pretty much," said Aunt May as she looked at her nephew. "Peter, I don't understand why you would do such a thing."

"Look Aunt May, I became Spider-Man because of Uncle Ben, I…let some punk get away and that was the guy who shot him," said Peter.

Aunt May looked stern. "Oh, did you put the gun in that man's hand then? Perhaps gave him the idea to rob that place?

Peter winced but Aunt May was not done.

"It does make a lot more sense. A part of me figured out the night you came back late, when I grounded you. Around that time, when Spider-Man helped the Fantastic Four defeat Doctor Doom. I just didn't want to admit it. Yet, it makes so much sense. Mary Jane figured it out too I think."

"I'm sorry," said Peter in a sheepish manner. "I didn't want you to worry."

"I told you, it's my job to worry," said Aunt May, eyes narrowed. "Peter, you could be a little more careful, but I'm still proud of you and I know Ben would be and your parents. Just don't do anything like being out there for weeks to protect anyone. But it's your decision. Just remember that my door's always open for you, regardless of who's chasing you."

Aunt May hugged her nephew who looked embarrassed. He muttered. "Thanks Aunt May."

"Get some rest, but there's someone else who might want to talk to you," said Aunt May as she walked off.

Peter relaxed and he looked up to see Gwen.

"Um, hi, Gwen," managed Peter.

"You thought I would be mad after what happened," sighed Gwen as she looked at Peter.

The boy looked at her. "Well yeah…"

"Pete, I might have jumped to the wrong conclusion, if I didn't know who Spider-Man was, it'd be stupid, but you really can't blame me," said Gwen as she walked over. "I think we all knew something bad was going to happen to Dad eventually, he's made some powerful enemies, and I got some death threats, he did to."

Gwen paused. "I know you, and I know that you would have done everything to save Dad."

"Gwen, I could get you killed…" started Peter.

"Didn't we have a conversation when you first got your powers where you weren't going to pull your little protective act?"

"Yes, but things were a lot simpler back then, I was just dealing with whatever lunatic with a gimmick and his mad plans to take over the city that week," said Peter. "Now, we're in the middle of a war. I'd understand if you want to…"

A bit tired of his guilt trip, Gwen put her lips on Peter's to shut him up. The two exchanged a heated kiss.

"Do I look like I'm mad at you?" asked Gwen, as she sat down right next to Peter, and pulled back the covers, and rested next to him. "Look, at first, I was a bit scared about the Spider-Man thing, and…I was jumping for joy when I thought you lost your powers, remember, before the Sinister Six kidnapped me. The world needs someone like you and I've been part of this from the very beginning, in a way I guess."

Gwen laid her head down on Peter's shoulder. "Besides, I've saved you a few times."

"Yeah, you did," said Peter.

"Of course, you've done many things on your own, but you're not alone," said Gwen.

"You know pretty much everyone knows my secret identity right about now," said Peter. "Except for…"

Gwen looked saddened. "Harry, I can't believe…we should have been better friends and now…"

"We're going to have to fix that, if he gets better, when he gets better," said Peter but he wondered. He held out hope for his friend "But we'll have to deal with that when it comes. Your Dad told me something before he died, he told us to protect each other. He saved people, right before the end, no spider powers, just his own courage."

"That's the way, I'd want him to go out, a hero," whispered Gwen, as she snuggled against Peter. "Creed and everyone did a number on you. Get well soon Pete, we need to make up for lost time."

"Kind of like we made up after our fight over the Black Cat thing," said Peter with a smile.

"Exactly like that," said Gwen as she remembered that night all too well. "Get well soon, I'll be here with you. We'll figure out everything else later."

"Thanks Gwen, I love you," muttered Peter as they held each other.

"I love you too, Peter," muttered Gwen. "Always have, always will."

The two drifted off to sleep, in each other's arms, free of the turmoil.

At least for a little bit.

* * *

"I must say, we're going to get a lot more crowded from now on," said Beast.

"I don't think Gwen and Peter can go back after what happened," summarized Jean. "Creed might be indisposed, but the Friends of Humanity are still out there. Creed didn't tell any of them Spider-Man's identity, but…it's known she's Kitty's friend and she won't back down if someone badmouths mutants."

"Good girl," said Logan, as he winced. Healing factor or not, bullets to the shoulder still did hurt.

"What about the rest of their senior year?" asked Storm.

"Would you want to send them back, Midtown High's only going to get more Anti-Mutant after Osborn's done," said Angel.

"We can see what we can do about the rest of the credits, Kitty too, we'll have to have a chat with her parents, but we can work something out," said Cyclops, as he looked around.

"They did have their hearts set up Empire State University," added Jean.

"Well we'll see, but maybe when Professor Xavier gets back, we can talk to him about something," said Beast, as he looked thoughtful. "We will have more mutants, new mutants to the school, and they might help a little bit, to teach them about the scientific aspects of their powers. We're going to have to hash out the finer details."

"That might work out," said Aunt May who showed up with a plate of sandwiches. "Mary Jane says she's returning home in a couple of days, when this has cooled down, and I'm going to go back to."

"Are you sure that's wise?" asked Cyclops.

"Maybe not," said Aunt May. "But I'm not going to be bullied out of my home. Poor Gwen, they burned down her house and destroyed everything."

Storm looked at Aunt May. "A few things were salvaged here and there, most important the people inside."

"Right, I'm going to lie down, I haven't had any sleep for a while," said Aunt May, as she walked off.

Jean heard a noise and got up, to see Peter and Gwen outside the door.

"I thought I told you it was a good idea for you to stay in bed," said Jean as she looked at Peter and Gwen.

"Hey, we were down a good ten or eleven hours," said Peter with a shrug. "Look, thanks, Jean, and I mean that. You really did set me straight a little bit."

"Hey, no big deal," said Jean as she waved it off. "If my powers spiraled out of control, I'm sure you'd do something to get me back in line."

"Well let's hope that never happens," said Peter as he saw what Jean could do and her powers could be scary. "Nice bit with the MRD, Marvel Girl."

"Phoenix now actually," said Jean. "The three weeks we were gone, there was a little bit of an adventure, cosmic radiation, an empire, some crazed madman with a crystal, funny story, might tell it some time."

"Thanks Jean," muttered Gwen, as she walked off with Peter.

* * *

In the living area of the Mansion, Gwen, Peter, Kitty, Rogue, Kurt, Mary Jane, and Bobby all sat around nearby the television area. Jean, Ororo, Scott, and Logan all sat around as well.

"We've all had a tough few weeks, maybe we should be able to watch a little old television," suggested Bobby.

"Sure, as long as it's not the news," shuddered Gwen, as she sat on Peter's lap.

"Doesn't too much of that stuff rot your brain?" asked Rogue.

"Rogue, it's just a little television, how bad can it be?" asked Kitty, as she reached for the remote. "It got fixed too."

"Man, it must have been cheap, it always gets fried," said Peter.

"Only because little Miss Intangible here put herself through the television because she forgot she was playing a video game," said Rogue with a smile.

"Oh be quiet," said Kitty as Logan got up from his chair.

"I'm going to get a beer, you want anything while I'm there," said Logan and everyone shook their heads.

The television was turned on and a masked man dressed in black and red appeared, and a canned cheer could be heard on television.

"Hello to everyone out there watching the old boob tube!" shouted the man in a boisterous voice. "We've got a special telecast today, with insanity all around, to break you of the horrors of all of the really insane sh…stuff that's going on. Can't say that word, I'll get a fine. Pesky FCC. So hold onto your hats ladies and gentlemen."

"Someone change the channel, this guy's obnoxious," groaned Rogue.

"I'll get it," said Kurt, as he grabbed the remote and began to switch, but the same image appeared.

"You're doing it wrong," said Kitty as she grabbed the remote but the same results.

"You know what sucks, over a thousand channels, and nothing on but me!" shouted the insane man. "But, for those who aren't in the geek business, I believe a bit of exposition is in order. I was born a small black child in a log cabin…no wait wrong backstory."

The man cleared his throat as everyone tried to change the channel.

"I was a handsome man, with great ambitions, until I got cancer and that kind of sucked," narrated the masked man. "I got this guy's healing factor, but it made me hideously ugly. I'm a mercenary who kills people. I know, as opposed to those mercenaries that don't kill people. I've killed murderers, rapists, and people who pirate bootleg episodes of the Golden Girls. Support Bea Arthur, bitches."

"Mute him at least!" yelled Rogue.

"My name was Wade Wilson, but I'm the Merc with the Mouth, you know me, you love me, for those who haven't guessed already, I'm Deadpool!"

Deadpool bowed as more canned cheers went off.

"I'm completely insane, and perhaps what happens when you spend way too much time on TV Tropes, which will ruin your life and rot your brain."

The Merc with the Mouth turned around.

"And I'd like to give a special shout out to some very special people who I know are watching right now, those Uncanny X-Men and the Amazing, the Spectacular, the Sensational, Spider-Man."

"Okay, creepy, creepy, creepy," said Kitty.

"Ah, Kitty, am I creeping you out?" cooed Deadpool and Kitty screamed and everyone else freaked out as well.

"Blow up the television again, please!" shouted Jean but a force field appeared around it.

"No, we won't be doing any of that," said Deadpool as he tapped on the television. "I've come here hired by some of the most evil, vile, and fickle forces in the world."

Deadpool turned and dropped his voice to a cryptic whisper. "Television executives."

The Merc With the Mouth shuddered.

"But never mind, I'm going to take five volunteers from the audience to take part in this little game of fun and wackiness and near death!" cheered Deadpool. "So Nightcrawler, Rogue, Shadowcat, Spider-Man, and Gwen, come on down, you're the next contestants on The Price is Wade!"

"He's in the television, what can he do to us?" asked Kurt.

The mad man just shrugged and pressed a button and several tentacles shot out of the television and grabbed the five victims, while blasts from the television knocked everyone else out.

Gwen, Kurt, Rogue, Peter, and Kitty were all sucked right through the television.

"Oh tentacles, an old classic."

Deadpool laughed at his job well done as Logan walked in and stared at him, disgusted.

"Oh, great," growled Logan. "You."

"Yes, Logan, me," cackled Deadpool. "We'll be right back, right after a word from our sponsors!"


	86. Network Meddling Part One

**Chapter Eighty Six: Network Meddling Part One.**

Deadpool sat in the control room and bobbed his head from side to side, as he waved his remote control of doom.

"You know, what would make this little event even more wacky?" muttered the Merc with the Mouth. "Even more people to trip over each other and fight for screen time. Plus it'd be fun for the drama and the wackiness and stuff like that."

Deadpool waved his remote control over his head.

* * *

In the Brotherhood headquarters, Toad, Pyro, Avalanche, Scarlet Witch, Quicksilver, and Blob sat around the couch.

"I'm hungry," grunted Blob.

"So what else is new?" asked Avalanche.

"Man, Mystique's going to cut us off on the food bill you keep it up," said Toad as he shook his head.

Blob lumbered out of the road as the five Brotherhood Members turned to the television as the masked man hummed elevator music but then stopped.

"Hey, Brotherhood of Evil Mutants!" yelled Deadpool as he jumped up and down like a crazy person and waved. "Hi, how ya doing, I'm doing good, that's good!"

"Man, all of this dust must be getting to me, I think the television's talking to me," said Toad.

"Wanda, did you by any chance fix the television with your powers?" asked Quicksilver.

Scarlet Witch sighed. "No."

"It's rude to talk when someone else is in the room, you know!" shouted Deadpool. "So how about it, you on TV. I'll be your friend...ah screw it, we're dragging this out too long as is."

The crazed mercenary picked up his remote.

"It's Tentacle Time!" sang Deadpool as he held the remote control in his hand and the tentacles shot out of the television and grabbed the Brotherhood.

"This wasn't in my contract!" shouted Toad as the five Brotherhood members were sucked right through the television.

Blob returned with his snack but shrugged, as he sank down.

"Must have gone out to eat," grunted Blob. "More room for me."

* * *

The five shell shocked individuals stood right in what appeared to be a stage set.

"Does anyone want to explain why I got sucked through the television under my secret identity and ended up as Spidey," said Spider-Man who was in full costume and had web shooters on.

"Could be worse," said Kitty with a shrug. "You could have ended up here naked or something."

Everyone exchanged looks and nodded.

"I think we better find a way out of here," advised Gwen.

Rogue shook her head. "We got to find whatever that nut is using and shut it down. That's the only way we can get out of here."

"How did we get here, anyway?" inquired Kurt.

Spider-Man felt his spider sense tingle. "Hold that thought guys, we've got company."

The Brotherhood appeared right in front of them. All five mutants turned and sneered.

"Great, the X-Men and Spider-Man," said Pyro. "Should have known you lot would have been behind this."

Rogue turned. "Ya know, that Deadpool guy seemed like someone that would work for you jerks."

"I'm sorry, were you talking to us traitor?" asked Quicksilver.

"Mystique used me and she's obviously using you!" yelled Rogue.

Scarlet Witch closed her eyes. "Enough, we're going to get out of here, so tell us, before I..."

"Do what, make us all get paper cuts or something?" asked Kitty as she stood her ground.

"Pete, do something," muttered Gwen in his ear.

Spider-Man watched the spectacle unfold. "Why me?"

"You're smarter than any of us," said Gwen as she nudged him and Spider-Man shook his head.

"Actually I think you're much smarter than..."

"We're not getting into this debate about who is smarter than who again," said Gwen. "Worry about it later, just please do something."

Spider-Man sighed before he cleared his throat, as he watched the bickering mutants.

"ALRIGHT, EVERYONE STOP!" shouted Spider-Man as he stood firm.

"Man, you can't tell us what to do, S..." started Pryo but Spider-Man grabbed him and hoisted the mutant up, serious.

"Listen, as someone who has dealt with his share of mad men before, we're going to have to work together for a moment and beat this one," said Spider-Man as he threw Pryo to the ground. "Do I make myself, clear?"

Scarlet Witch nodded. "Well, he has had more experience in things like this."

_"I don't think I've fought anything quite like this Deadpool," thought Spider-Man._

"You're darn tootin', Spidey!" shouted Deadpool, as his voice echoed for all to hear.

"He heard my thoughts, he must be a telepath or something, everyone, don't think or something," muttered Spider-Man.

Toad stood, expression blank. "Already ahead of you, man."

Deadpool snickered. "Telepath, well if that's what helps you think tonight."

"So does anyone have the slightest idea how we got zapped here?" asked Nightcrawler.

Spider-Man paused. "Best, I can tell is he used that remote control device of his as a focal point, to interface with with the television. A hole in the space time continuum manifested and a vacuum effect pulled us through to wherever here is."

Kitty and Gwen both nodded, but everyone looked confused.

"He used the remote to suck us through the television," summarized Kitty.

"Why didn't you just say so?" asked Avalanche.

"I kind of did," said Spider-Man, but he turned up as Deadpool was on the Jumbo Tron.

"Look, Ma, I'm on television!" shouted Deadpool as he waved but they grew serious. "Oh wait, Mom's dead, always forget about that."

Rogue looked up, eyes narrowed and she felt a headache come on. She shook it off and addressed the nut on the big screen. "You're absolutely bonkers!"

"Ah, at least I'm aware of it," said Deadpool in a somber voice as he turned his head towards the fourth wall. "But you should get a load of the nerd who thinks everything in this mess up..."

Deadpool paused for dramatic affect and whispered. "He might even more insane than me."

At that point, thunder echoed in the background and lightning cackled.

"Ah, just messing with ya, sir," said Deadpool as he looked up in the sky but he turned in a whisper. "You know, I don't think he could kill me, because in a way, it would be a form of suicide. But, can't be too careful."

The assembled group exchanged frustrated looks.

"Does he think that he's..." muttered Gwen as she sighed.

"Seems like it to me," said Spider-Man as he braced himself.

"Let's find him and give him some therapy," said Scarlet Witch as her hands illuminated with purple light.

Deadpool laughed. "Poor puppets, you really do have no idea. But, time to get some action comingalong. Fan boys love action. And I'm going to release one of the most sadistic menaces ever in television history."

The mercenary paused.

"They in no way resemble characters from a rather infamous cartoon from the 1980s, we'd just like to tell any lawyers who may be watching at home that," said Deadpool before he turned to the side. "Release the Conformity Cubs!"

* * *

"Alright, X-Men, Brotherhood, Spider-Man, and designated damsel in distress girl!"

Gwen's eyes narrowed at those words, fists clenched, but everyone turned right around to give their full attention to Deadpool.

"Take your best shot, we're ready!" taunted Quicksilver. "The Brotherhood can handle anything you can dish out!"

Deadpool shrugged and at that moment a rainbow of floating bears appeared, with hearts on their chest.

"Bears?" cackled Toad in utter mirth.. "Man, he's losing his touch."

The Conformity Cubs turned and looked down, before they spoke in a creepy monotone. Ah, is everyone blue? Just let all of those bad emotions just wash away. You will all care, we will all make you happy. If you are upset, your minds will be changed, for you must be happy."

"Mah, Gawd, those things are disgusting," said Rogue, revolted, as those things circled around them.

Scarlet Witch held her hand and she blasted one of them. The face of one of the bears blew off and revealed a creepy cybernetic interface. The cub responded in monotone "That wasn't very nice."

More creepy monotone voices echoed as the Brotherhood, X-Men, Gwen, and Spider-Man braced themselves.

"You must conform."

"We will rule all through hugs."

"All will bow down to caring."

"Error, system reboot in progress."

Spider-Man dove around and caused two of the bears to blast against each other. "Whatever, you do, don't let those beams touch you? Some kind of mind control ray or something."

Kitty went intangible and a bear careened right into a wall. "Yeah, we got that memo."

Pryo set some of the cubs on fire.

The bears swarmed Gwen, who reached over to a box in an impact.

A second later a plasma blast denigrated one of the bears.

"Cool, plasma blaster!" cheered Gwen as she looked like a kid on Christmas morning. "I always wanted one of those!"

"You can fire one of those things?" asked Spider-Man as he webbed up three of the bears and bashed them together as he looked at his girlfriend geeking out of her new toy. "I didn't know that."

The blonde girl shrugged as she took out another cub. "Neither did I. Never know what you can do unless you try."

"Why was there a box of plasma blasters there, anyway?" asked Kurt in confusion.

"Dunno," inputted Kitty as she blew up one of the little demonic creations when she phased through its head.

"Not complaining," said Gwen, as she stood back to back with Spider-Man as they fought off the evil things.

The battle raged on, as Toad screamed in horror as he was carted off by three of the bears, until Pryo caused them to spontaneously burst into flames.

* * *

Back in the control room, Deadpool ran around in a frantic manner as he sent messages to the truck. "Man, we can't show that on television, that's too much violence. Soccer moms everywhere will be after me. Cut to a wide shot, cut the tape, all that carnage, all those poor little cubs being blown to smithereens!"

The crazed mercenary giggled. "All of the little children will have nightmares."

Deadpool turned around to face the fourth wall. "The fun has just begun and the insanity. You see, the television industry can be capable of a lot of weird stuff. I mean, only in television could we turn a sponge into a cultural icon. And only could we make a secret agent platypus look so somewhat feasible."

The Merc with the Mouth took a drink of his water. "You see, because platypuses don't do much. Or is it platypi? Um, playtipeople? Oh who cares. Grammar has never been one of my strong suits. Much more of a fan of chemistry. Get to mix chemicals, see what happens. Turned everyone's skin green one time. Blew up half of the class another time. "

He allowed that to sink in. "Okay, that may or may not have happened."

The Merc with the Mouth turned around to take a deep breath. "You know what's the scariest part of television. The news, but I digress. Still, the real world can be more insane than any work of fiction."

Deadpool continued to watch, on pins and needles. He proceeded to lecture his subordinates.

"Ah, you blundering bears. Kidnap Gwen Stacy, she's supposed to be the damsel in distress. Who left a box of plasma blasters there anyway? Damn Teamsters. How hard is it to take one girl onto a bridge or something? You're ruining my script!"

He then paused before there was a guilty shift.

"Ah, I don't have a script," said Deadpool as he looked to the side with a shrug. "Who am I kidding?"

The mercenary walked over and pushed a bottle of hand lotion and a dirty sock out of the way, before he logged right onto the Internet.

"Well, the shippers are at each other's throats as usual," mused Deadpool as he looked on the Internet. "Many of them like our web head with Gwen, some of them still want M.J, we got Black Cat and Shadowcat shippers, oh Rogue has a few fans, someone's been picking up on something. Few want Spidey with every single female he's met in some kind of Spidey harem, oh you fan boys. Oh and Norman Osborn for some reason."

The Merc with the Mouth shrugged. "Ah fan girls, what are you going to do? And a couple for Jameson...you people really scare me. The mustache, yikes. And...me. Yeah, and me too. Maybe if he was taller or for a one night stand..."

He paused and considered.

"Nah."

He tapped his fingers on the mouse.

"We should be wrapping up with the fight scene, which I can see had a lot of violence and carnage," said Deadpool. "Too bad some people can't control their brats and monitor their Internet usage, so we had to cut it back and only show enough."

"Alright Deadpool!" shouted Spider-Man. "We beat your little drones and we're coming for you next."

Deadpool laughed. "Ah pipe down, web head, or I'll dub over your voice in post."

"You're nuts," yelled Rogue, as others agreed.

"I know you are, but what I am?" taunted Deadpool but he paused. "I know, but I couldn't resist!"

"How about we just get him and make him send us home?" asked Gwen.

Everyone nodded.

"Let's rip him to shreds a bit first, anything to make him shut up," yelled Scarlet Witch.

"Careful, Wanda, with your temper, don't want to rewrite all of reality," admonished Deadpool but he was handed a card. "Just a quick note, after this telecast, we're going to have a special concert live from Ravencroft with the Hypno Hustler!

There was silence before the crazed madman shook his head. "Man, we are overdoing it with references to him, aren't we?"

Deadpool just turned as he received a memo. "Hang on, the boss man wants to see me. I need to keep our stars occupied...I know ninjas, everything's better with ninjas."

The mercenary paused before he turned towards the fourth wall.

"Have to be cyborgs, have you seen the going rate for ninjas in this economy? Murder, I tell you."

Deadpool proceeded to release the ninjas and let nature take its course.

* * *

Deadpool skipped right into the room, to face a shadowed figure. He paused and turned to provide his insight.

"Get a load of this guy, I mean you can tell he's a Network Executive," narrated Deadpool as he waved his hands around. "Everything he touches is ruined. All that decay.

The figure in the shadows bellowed. "Mr. Wilson, I need to thank you for your work! We have intrigue, suspense, and insanity. And violence, don't forget violence, all of the elements of good family friendly entertainment!"

"I aim to please, Mojo," said the mercenary with a bow but then he turned his head to a certain wall. "Oh come on, who were you expecting? Joe Quesada?"

Deadpool laughed but the sadistic network executive turned. Deadpool was face to face with the sadistic programming executive known as Mojo.

"Not bad, but the show is going on right now. The Internet is abuzz with this development, not that anyone should care about those basement dwellers. Plus, they're our competition. We need to amp up everything. The ninjas are a nice touch, but we need to keep it up. Keep people guessing. We need to amp up the humor by seventy percent. Tap into the two to nine demographic with sugar induced insanity. Just make sure everyone's pleased, and I'll be pleased."

"Hey, as long as the money's in my bank account," said the Merc with the Mouth as he nodded like a bobble head. "Should I make with the Lolz?"

"Make with them and get going, I want ratings and toys sold," cackled Mojo. "As we speak, everyone in the city, is being hypnotized to buy merchandise, action figures, clothing, bed sheets, everything."

Deadpool shuddered. Some jobs made him feel dirty.

He had billions of reasons that countered out any moral objections. As long as the money was in his bank account.

"So get going!" yelled Mojo as he turned to monitor all of the money he was going to make and all of the action figure deals.

* * *

Several robotic ninjas flew right down to the ground. Kitty phased right through one of them. Pryo let several on fire and Quicksilver ran around.

Toad pulled himself off of the ground and launched globs of spit, but dodged a sword swing.

"Ninjas, really?" asked Gwen as she blasted another one of the ninjas. "So do we have a plan?"

"Yeah, kind of," said Spider-Man, as he knocked out two of the ninjas. He watched Nightcrawler, Rogue, Scarlet Witch, and Avalanche all deal with the ninjas. "I figure, that remote control is the source of Deapool's powers. If we get it away from him, we should have a chance."

Scarlet Witch was knocked down, as her attack caused two of the ninjas to attack each other. "Yeah, get a remote control away from a guy. Good luck with that. If he's anything like my brother, you're in for a long night."

Quicksilver took out several ninjas but glared at his sister. "I DON'T HOG THE REMOTE CONTROL!"

"Of course, you don't, Pietro," said Scarlet Witch in a patronizing tone as she took out several ninjas.

"Just be thankful there are a bunch of these," said Kitty as she phased through several assassins.

"How is that a good thing?" asked Nightcrawler, the fuzzy mutant took them up into the air and dropped them down.

"Well, they had to mass produce these, so they didn't have time to make any of them good," grunted Spider-Man as he busted some of his opponents.. "I think I got the most ninjas, by the way."

"No, you didn't, I did," said Kitty.

"Did not," argued Spider-Man.

Kitty shook her head. "Did so!"

"Did not!"

"Did so!"

"Did not!"

"Did so!"

"Will you two be quiet, you're about tied," said Gwen as she knocked out two more. "Besides, I got more than both of you anyway."

"I'm not about to argue with that," said Spider-Man, as he waved everyone around. "We cleared the path, get to the control room. Let's all jump Deadpool at once and grab the remote."

"Hey that's an idea," agreed Rogue. "I might rough him up a little bit, his voice is kinda giving me a headache."

The Merc with the Mouth looked rather sour as he appeared on the Jumbo Tron. "Ah, Rogue, you wound me!"

"Oh just wait, I'll wound you alright," said Rogue, as she gained momentum.

"There's a line forming I think," said Spider-Man as there were several consenting nods. "I'm going to pry that remote out of you hands and zap you to a test pattern."

"So you kids found out about my magical remote," said Deadpool as he waved it around as the assembled group moved to face him. "It controls every television on the Earth, my garage, and I can order pizza with it!"

The mercenary turned around and taunted everyone, as he waved the remote.

"Just hand us the remote and we might not hurt you too much," said Kitty as she faced Deadpool.

"No, we still got another chapter to drag this arc out," said Deadpool as he bounced up and down, before he sat down and put a hand under his chin. "So, I've sent demon bears and ninjas...oh I know what I can send."

The Merc with the Mouth squeed.

"Monkeys!" cheered Deadpool as turned around to a flunky out of view. "Someone fetch my former script writers, I've got another job for them!"

A moment later the monkeys were released and they charged everyone.

"Oh come on, how bad can monkeys be?" asked Toad and immediately, a glop smacked him right in the face. "I sure hope that was mud."

The monkeys went nuts and started to attack the Brotherhood, X-Men, Spider-Man, and Gwen as they scattered from the attacks.

"The insanity, the bedlam, the chaos!" cheered Deadpool as he watched the events unfold. "Oh, someone's going to need a shower after this one. Hey, don't spank the monkey!"

Suddenly the Merc with the Mouth shuddered at his own bad joke.

"I know, but it had to be said."

The insanity took place right below.

"I don't think we can show some of this on television," said Deadpool as he fidgeted and sighed. "PETA might not approve."

The battle raged on, mostly off screen but Deadpool gleefully monitored the process.

* * *

Logan growled as he tried to figure out the television set behind him. The others were knocked out but still alive and breathing.

_"I might be the best in the world at what I do," thought Logan as he tried to work on the television. "But I don't know a damn thing about electronics."_

Several more moments of intense work until the mutant's hearing picked up a loud crack outside the door. Eyes widened, feral, he spun around and a blur entered the room.

Logan blocked a kick right to the face, as he turned around and saw Mystique, who had a gun right in his face. To his credit, the mutant just remained stoic. "Can I help you?"

"Don't play cute with me, Wolverine," growled Mystique as the gun remained pointed at its target and she did not blink. "Where's Xavier?"

The mutant just looked at her before he responded in a crisp tone. "Out, mind if I take a message?"

Logan dodged a bullet and disarmed Mystique with a fluid movement. A brief tussle took place and Logan managed to pin the woman to the floor, claws popped out inches away from her face.

"Calm the hell down and tell me what's your problem," growled the mutant as he got in her face.

Mystique relaxed for a second but a half scowl, half panicked expression appeared on her face. "That nutcase Wilson kidnapped them and now he's using them for some insane publicity stunt. When he gets bored, he's going to kill them."

"Didn't know you gave a damn about your little Brotherhood thugs," taunted Logan and Mystique kicked him hard right in the ribs, before she pummeled him with a series of rapid fire punches.

"This is all Xavier's fault and Spider-Man!" yelled the shape shifter, as she began to throw Logan around and continued to beat him up, as she picked up a coffee table.

The dark haired man turned on the spot. He really had no idea what was going on. The coffee table nearly being busted right over his head.

"Listen, stop acting like a crazy bitch, I'm working on something, I'll even save your little army of thugs," said Logan but he remained silent. "I'll need a shower after I do it."

"Ah, stress does lead to strange bed fellows," taunted Deadpool from the television. "Logan and Raven, you two aren't part of the script. You know, we're trying to appeal to the younger demographic and who wants to watch a bunch of old people anyway?"

Logan turned to Deadpool but was careful not turn his back on Mystique. "Listen, ya raving loon, send them back or I'm going to make sure to carve you where it hurts."

"Oh, big man with the threat," cackled the Merc with the Mouth as he teased them with his remote. "You can't touch me, bub."

Logan opened his mouth but shut it. "I can't believe it, I'm arguing with some nut in a television set. Good one, Wilson, you win."

"I know, I'm awesome, aren't I?" asked Deadpool but he paused and spoke. "Rhetorical question, no need to answer."

Mystique turned right towards the crazed individual and was visited by a desire to strangle. "You're a sociopath with severe issues. You need to be locked up and sedated for his own good."

"Please, please, you're making me blush, with all of this flattery."

The shape shifter paused and inspiration had struck. "Oh, and Bea Arthur was highly overrated."

Deadpool jumped up and was gravely serious and angry. He began to sputter before he caught his bearings. "How dare you say such blasphemy? Just for that, I'm going to bring you over and take care of you, personally."

One push of the button and the two mutants were sucked through the television by the usual means.

* * *

All of the monkeys were caged and everyone stood in various states of disarray and dripping of filth and muck.

"Okay, I swear, if I'm reeking in some mad monkey disease, that Deadpool guy's so getting the bill," said Kitty as she looked up and focused at the task.

"Hey, web head, you're supposed to be coming up with a plan, aren't you?" asked Avalanche and all turned to Spider-Man.

_"Yeah, in the pressure cooker aren't we, Pete?" thought Spider-Man._

Scarlet Witch spoke. "Yeah, he is, but that guy keeps throwing...well you saw what those monkey's were throwing."

"Yeah," said Toad as he shook himself off. "It was thrown all over me. I just took a shower this year."

Everyone gave Toad a wide birth. Gwen, Rogue, Nightcrawler, and Kitty all turned to Spider-Man to see what he had up his sleeve.

"You do got a plan, don't you?" asked Nightcrawler as he watched the web slinger. The friendly neighborhood hero took a deep breath.

"Yeah, I got a plan alright," said Spider-Man as he turned to everyone. "We all need to work together. Half of us need to get that door open and break down the security. Then we'll all go in and I'll distract Deadpool. I think I can out talk him. Jump him at once and grab the remote."

"He does have the best chance of going toe to toe in a quip battle with him," admitted Kitty and everyone had nodded.

"Seems to me like you're just flying by on the seat of your pants?" asked Pryo.

"We're dealing with some guy who makes it up as he goes," said Rogue as everyone paused.

"The traitor's got a point," muttered Quicksilver as the other members of the Brotherhood agreed.

Rogue just rolled her eyes.

"So, we just got to get a door open," summarized Gwen. "We can do it, I think. Just follow P...Spidey's lead."

Deadpool popped up right on the jumbo tron once again and looked down at them. "Oh, foolish children, you really think that's going to be easy. My boss, you see, he wants a bit more action. We built up some laughs, some suspense..."

"Man, Deadpool, you just sent all of bears and ninjas and monkeys after us," said Spider-Man. "Sounds to me like you're nothing but a bunch of hot air!"

Deadpool laughed as he held up his remote control. "I know, but this one, is going to rock your socks."

"Jokes on you, I'm not wearing socks," said Spider-Man as he laughed but the mercenary shrugged.

Deadpool shrugged. "Socks still shall be rocked, whether or not you're wearing them."

Several pods erupted from the ground and robotic duplicates of some of Spider-Man's greatest villains appeared. Doctor Octopus, Mysterio, Kraven, Sandman, Vulture, Electro, Rhino, Shocker, The Green Goblin, Boomerang, and Lizard all faced the assembled group.

"Sorry, didn't have time to add the Big Wheel, The White Rabbit, and Lightmaster, kind of on a deadline here," apologized the Merc with the Mouth before he looked all manic. "IT'S PLAYTIME!"

The robots moved towards the group as they backed off.

Deadpool watched. "You know what would be good right about now."

A pause occurred before Deadpool cheered. "Cliffhanger!"

* * *

**Next Chapter, Part Two, featuring more Deadpool.**


	87. Network Meddling Part Two

**Chapter Eight Seven: Network Meddling Part Two  
**

"And we're back!" cheered Deadpool. The Merc with the Mouth bounced right up and down, before he turned. "So for those of us who somehow decided to join us halfway through this little arc, Spider-Man, the X-Men, the Brotherhood, and not quite distressed damsel are about to fight robots dressed as members of Spider-Man's Rogues gallery. Let's get right into this little battle right about now!"

"Just how many nutcases did you tick off anyway?" asked Quicksilver as he looked at all of the robots.

"Too many," said Spider-Man as he swung around. "Stay focused all of you, don't get distracted."

A pumpkin bomb was thrown out and caused them to scatter. Sandman turned his hands into hammers and swung them, which caused Nightcrawler to port out of the way.. Toad got thrown to the side by the Doctor Octopus android and the villains moved right forward.

"We got to get them to take each other out!" suggested Spider-Man as he rolled right out of the way as the Vulture dive bombed him.

"That's...do what he says," said Scarlet Witch and everyone nodded, as Kitty was already on it.

Vulture and Kraven took each other in an immediate blast. Rogue jumped forward and Green Goblin took out both the Lizard and Boomerang robots. Rhino bot charged Avalanche but the bot was taken right down.

The battle raged on, as hard as it might be. A plasma blast blew the Green Goblin bot's head off.

"Been wanting to do that for ages," muttered Gwen as she looked down the robot, but the headless goblin glided right to her.

Immediately, Spider-Man swung over and grabbed her, as Scarlet Witch blasted Green Goblin with an energy attack. The attack caused all of the pumpkin bombs to explode and resulted in most of the robots being blown up.

"Stay focused, we're not out of the woods," said Spider-Man as fake Shocker moved over.

"The A.I's very buggy, these things are weak," said Kitty, as she shoved her hands right through the Shocker bot and caused him to vibrate. She was knocked backwards, as Nightcrawler ported the fake Shocker.

"We're getting through that door, Deadpool!" called Spider-Man as he moved right into position.

A little yellow box appeared right on the screen as Deadpool was currently preoccupied, "Give it your best shot, Spiderman."

Spider-Man sighed. "He forgot the hyphen. I hate it when people do that."

"Worry about grammar later, get through the door now, so we can get out of here," said Rogue as the assembled group stepped forward.

The door was going to be ripped open and they would be on their way towards their foe.

* * *

"Wilson, what are you doing to my show?" demanded Mojo as he stared down Deadpool. "I want every single fan satisfied and you aren't doing your job. Fans are already complaining about the overuse of the robots. The 2 to 9 demographic is switching over to that sponge! I won't be beaten by a sponge."

"Well he is on twenty sevened hours a day," said Deadpool but he paused and his head turned. "Yeah, he can warp time and space, what's it to you?"

"I expect all of the key demographics to be satisfied!" yelled Mojo, as he moved around on his robotic legs. "I need to get all of the toys in the stores. Spider-Man should not be this competent, people will not relate to him unless he's an immature buffoon. And no continuity, why would people want to think?"

"Oh, that's going to stir some people up," muttered Deadpool as he cringed at Mojo's statement and hoped it would not get back to the Internet.

The sadistic network executive moved around and stared down Deadpool. "The only people who will still be watching is those fan boys on the Internet. And they're only watching so they can write reviews on their blogs and complain about everything! What are they doing watching super heroes anyway?"

"Well technically super heroes should be able to relate..." started Deadpool but he was cut off.

"Super heroes are for children, that's our key audience, we only need the adults because they have money!" shouted Mojo as he threw papers and caused several things to decay in his path.

The Merc with the Mouth was about ready to being driven even more insane. "Fine, you want me to satisfy everyone, while also satisfying you and maintaining toy sales. Do you want me to do it with or with or without juggling and singing show tunes?"

"Don't get cute with me, Wilson!" shouted Mojo and Deadpool opened his mouth. The rant was not finished. "I expect results yesterday."

The crazed mercenary turned towards the fourth wall. "This show wasn't around yesterday. But did that ever stop a network executive? No. of course not."

"And I want all of these things done!" yelled the network executive as he handed Deadpool several stacks of notes.

The Merc with the Mouth staggered under the weight of all of the notes.

"I think I've got an idea that might work," said Deadpool as he took a deep breath and composed himself.

As he whistled, Deadpool pushed his way into the next room. Logan and Mystique were both knocked out, as a large cracked wooden mallet laid on the floor and a chloroform soaked rag. Deadpool held out two stylish head bands and put them on the two buttons.

"Ah, where's the mind control button on this thing?" mused Deadpool as he searched through the hundreds and hundreds of buttons on his remote. "Ah, there it is. I don't even know what half of these buttons do. Oh well, go attack the Brotherhood and the X-Men or something. I command it."

Deadpool pushed the button and the two zombified mutants rose to their feet.

"Brains, brains, brains!" chanted Deadpool as he commanded his puppets along to the attack.

* * *

"Reinforced doors?" grunted Spider-Man but he managed to pry the door open. It was blasted and weakened down, as the combined efforts.

"I'm a bit worried," said Gwen.

"Why?" asked Kitty.

"Well Deadpool's been quiet for a while," said Gwen as she frowned and looked forward.

Nightcrawler added in his two cents. "I thought I could hear myself think more clearly."

The door was hammered on and they tried to push the door open.

"Come on, you are doing it wrong," said Quicksilver, as most of the Brotherhood stood in the background. The speedster had a bag of apples which he ate at a lightning pace.

"Well, it would be a lot easier if we had some help," said Gwen through gritted teeth, as she turned around with an insect crawling in her head. Immediately, Toad could not help himself and he stretched his tongue out to grab it.

This caused Gwen to turn around and glare at Toad who gulped. "What? I was hungry."

"You ever do that again, and we'll find out what happens when a toad gets hit with point blank range with a plasma blaster," said Gwen in a cool tone of voice. and Toad nodded, as everyone was amused.

"Man, is this pick up the poor Toad day?" asked Toad.

"No, that's a week from Friday, we got it marked on the calendar and everything," muttered Scarlet Witch as she blasted the door.

"Hey, show me respect," said Toad as he shook his head. "I beat Spider-Man once, didn't I web head"

"Beat is a term that can be stretched and up for a lot of interpretation," muttered Spider-Man. The group continued to push right at the door and Deadpool popped right back on the screen.

"Sorry, I've been in a meeting, and...you've defeated my robots, well done," said Deadpool as he cleared his throat. "But, I'm not done with you yet. The ratings are slipping, so we need to add more characters. I'm trying to keep everyone rather satisfied after all."

"Just wait, we're get through," said Rogue.

"Maybe you will," said Deadpool with a shrug. "I suppose a confrontation may be inevitable but we've still got some padding to do. And with my magical remote. I should be able to continue to bring the drama."

Spider-Man had the door pried. "We're in and we're going to get that remote...where did you get that thing anyway?"

"You'd be surprised what you can find on Craigslist," said Deadpool in a nonchalant tone of voice, as he waved his remote around. "I have not yet run out tricks."

"The only trick is when someone decided to give you a live microphone," said Spider-Man but he cringed. "Boy, that sounded a lot less lame in my head."

"Well you're not a television star so you wouldn't know anything about show business," taunted Deadpool.

Kitty jumped up. "Hey, Spidey was in Space Archanoids from Outer Space."

The brunette girl got a dirty look or two for bring up that particular fact.

"Must we bring that up," said Spider-Man with a cringe and a shudder at that particular Mysterio scheme.

Deadpool spun around in his chair and rubbed his hands together in sadistic glee. He took a deep breath and faced his adversaries. "Time for the next round of our mystical magic fantasy journey of magic."

"Give it your..." said Toad but Scarlet Witch blasted him hard and knocked him down.

"Everytime you open your mouth, you end up jinxing us," she said and rolled her eyes. "As for you, Deadpool..."

"Not going to happen, Mystique and Wolverine are here and they wish to speak with you all," said Deadpool as he laughed. "And by speak I mean mangle...you know, I shouldn't have said so much. End up spoiling the joke when I explain too much."

The door opened and the two mutants appeared and walked forward. The Merc with the Mouth pressed the button on the remote control and rocked back and forth. He cackled like a hyena on helium.

"Play nicely children, Uncle Wade's got to check the Internet for more feedback," said Deadpool as he turned around.

Mystique rushed forward and knocked the Brotherhood backwards, but Rogue rushed in and nailed her right hard in the face. She staggered and Mystique charged them all.

"Logan, snap it out it," said Spider-Man as the feral mutant moved and stabbed right at him with the claws.

A blast nailed Logan right in the back. The mutant was burned but not for long, as his healing factor kicked him. Logan spun around and rushed Gwen. Spider-Man webbed Logan in place, but he sliced out.

All three of the X-Men jumped on him at once.

"How's he being controlled?" asked Nightcrawler, seconds before they got knocked off.

"Guessing it has something to do with that little head band on his head," said Kitty as she went intangible and Wolverine smashed his claws right into the wall. "Mystique has one too...and Logan wouldn't wear something like that."

"Yeah, he doesn't seem to be the type," said Gwen, as she watched the mutant webbed against the wall.

"Keep them busy, I'm going after Deadpool," said Spider-Man.

"I'll come to," said Gwen, as the two scurried past the fight and through the open doors.

"Keep them busy?" asked Rogue as Mystique tripped Quicksilver and dodged an attack from the Scarlet Witch.

"We're just going to have to improvise," said Nightcrawler, as he caused Logan's hands to smash together.

"No more different than the Danger Room," added Kitty. "Well with a three hundred more percent chance of getting sliced to ribbons."

"Thanks for the optimism," muttered Rogue, as they dodged the attack.

* * *

Everyone's favorite mercenary just looked at the carnage right on the screen and looked absolutely gleeful.

"Our numbers should bounce right through the roof about now!" cheered Deadpool as he looked like he was on pins and needles, as he watched everything before him unfold. "That one could leave a mark….hey where did Spider-Man go? He's supposed to be out there getting mangled."

The Merc with the Mouth banged his fist on the table.

"Web head ruined my show, I'll ruin his face," said Deadpool before he snickered. "The Internet has been split in half. There's a news flash. I will break you all!"

He looked at the latest numbers. "Oh dear, we're losing middle aged women. On the bright side, we're raking in the children and likely their parents. I mean, their parents have to be watching. What kind of parent just sits their child in front of the television and lets them watch such violence without supervision?

Deadpool just chuckled before he realized.

"Likely the type that's going to sue us after their little child breaks their neck trying to intimidate Spider-Man," said Deadpool but he turned around to face the monitor in front of them. "The battle is getting good, let's go back to that and see it to its epic conclusion!"

* * *

"Remember, the head bands, we need to get them off of them, " shouted Kitty.

"So get them off of them," said Nightcrawler, as he dodged a swipe from Logan, who growled.

Rogue knocked him to the ground. "I figure, the best we can do as if we teleport on their heads and phase them through the ground, we should be able to short circuit them."

"Yeah, I don't know if we could quite pull that off without bonking heads," said Nightcrawler, but Rogue just slid her glove off.

"Don't worry, this won't hurt too much," said Rogue, right before she tapped both Kitty and Nightcrawler, which caused them to drop to their knees. "At least I didn't get the tail."

With a flash, Rogue ended up right behind Logan, as he growled, but she went intangible and phased him right into the ground and the mind control device short circuited.

She rushed over and dodged Mystique, before she did the same right to her, as the Brotherhood got up. Mystique was not going to go down easily, but Quicksilver rushed over at super speed and tripped Mystique.

The shape shifter's head was plunged right into the ground and Rogue was a bit more forceful as she took the mind control device off of Mystique.

"Are they…" asked Avalanche.

"Yeah, back to normal," said Rogue.

"Is it a bad thing that I liked Mystique better when she was mind controlled?" asked Avalanche.

"You're not the only one," grumbled Toad. The slimy mutant spit right on the ground and began to gag.

"Those were stupid head bands," managed Kitty as she got up, delirious. "And I don't want to go through that again."

"For sure," added Nightcrawler.

"Hey my hand bands are not stupid!" shouted Deadpool as he appeared on the Jumbo Tron. "They are the latest style. These head bands both represent conformity and style. You can get them now at..."

Deadpool's little advertisement was cut right off when webbing was splattered over his mouth.

"Finally," muttered Rogue. "Someone shut him up."

Logan pulled himself to his feet. "I don't even want to know what happened."

"Know that Deadpool's up there," said Kitty.

"That's all I need to know," growled the mutant, as he held his claws. "Let's pay him a nice little visit."

* * *

Spider-Man stood face to face with Deadpool who ripped the web gag right off of his mouth and turned to face them.

"You really are something else you know that!" yelled Deadpool. "I put you on international television and then you rudely interrupt my product placement."

Spider-Man dove right at Deadpool but the Merc with the Mouth dodged. "Your show's getting the plug pulled!"

"We'll see about that, Spider-Man!" shouted Deadpool, as he saw Gwen right behind him as she reached for the remote but he grabbed her wrist. "Nice try, but you won't get the better of me!"

Deadpool tossed Gwen right across the room, but Spider-Man managed to break her fall as they both tumbled right down to the ground, as the Merc with the Mouth cackled.

"You know, I'm really a nice guy," ranted Deadpool as the web slinger dove right towards him but he ducked it. "I'm just a guy trying to make a living and people keep trying to step all over my toes. I'm not too different than one of those nine to five wage zombies. Only, I go through a lot more ammo per month. Granted, there are times where it's a bother to explain to the mailman why I have a bazooka coming right through the mail. Given the times we live in…"

The Merc with the Mouth dodged a blast from the plasma blaster as he moved around the room.

"It's rude to shoot at people when they're in the middle of a…" started Deadpool but once again, Gwen blasted him once again but she pulled the trigger it would not fire a third time. "Ah, I think you've run out of fuel, young lady."

"It did last a long time," muttered Gwen frustrated and she just decided to throw the large chunk of metal at Deadpool's head, but he dodged it with about as much grace as he could manage.

"Well that's a vintage model you see, they simply don't make them like that any more, all of the cheap labor and all that!" narrated Deadpool, but Spider-Man went for a kick but he dodged the effort. "Come on, web man, you're going to have to do better than that. I'm not one of the Ravencroft lot, I got kicked out of there for being too insane!"

"Do you ever shut up?" asked Spider-Man through gritted teeth.

"Oh, irony," said Deadpool as he chuckled, but he held the magic remote. "Be careful, Spidey, he holds the remote, holds the power over the television. And the chloroform, I have that too."

Spider-Man continued to fight Deadpool who looked almost bored. "Why do you have chloroform?"

"Why wouldn't I have chloroform?" noted Deadpool, but Spider-Man used this opening to kick him in the face. "No, not my head, that's where I keep all my witty remarks!"

"Well they're not that witty," said Spider-Man. "And that outfit, did a blind man pick out that thing for you?"

"You've got room to talk with your little outfit, web head!" countered Deadpool,. Spider-Man tried to web yank the remote. That attempt was avoided. "Well this has been fun, but I think we're going to have some people show up, right about now."

Several figures rushed right through the door but Deadpool jumped right behind his desk.

"Finally, now you're going to get it!" shouted Rogue.

"Just back away Wilson and we won't hurt you," said Logan as he stood in a menacing pose. "Much."

"Just hand over the remote and no one needs to get hurt," said Nightcrawler.

"Or we'll take it from you," said Quicksilver.

"You didn't even ask politely," said Deadpool as his finger hovered over the pause button. "Oooh, what does this button do?"

Deadpool remote at the assembled group, pressed the pause button, and a blast of energy had frozen the entire group right in their tracks.

"Man, always a classic, I paused them right in their tracks," said Deadpool as he looked at his remote and gave it a kiss. "Best purchase I could have ever made. Now I wonder what happened if I hit rewind or fast forward. Maybe I could put them in wacky outfits or nothing it all. They're not going anywhere…."

The Merc with the Mouth paused and he looked at them.

"Okay, everyone's here," said Deadpool, as he turned around as behind him, a girl poked her head right through the wall. "There's Wolverine, Mystique, the Brotherhood, there's Toad, Avalanche, Pryo, Scarlet Witch, and Quicksilver right over there. There's Spider-Man and Gwen, and Nightcrawler and Rogue…."

The Merc with the Mouth paused, before his mouth opened. "Why do I think I forgot someone?"

As if right on cue, Kitty came right out from the floor to trip Deadpool and snap his remote control right out of his hand, before he was sent backwards to the ground.

The girl had pressed the play button and the group was unfrozen.

"Hi guys," said Deadpool as he pulled himself up. "No hard feelings right…ah, you might have the remote, but I've not run out of tricks."

Deadpool pulled out two guns, but the Scarlet Witch blasted them right out of his hands and caused them to backfire.

"If I can find out how this thing works, you're so dead," said Kitty as she pointed the remote.

Rogue moved forward towards Deadpool and started to pull off her glove but decided against it.

"Payback time," said Logan as Deadpool was trapped in a corner and several angry sets of eyes were on him.

"Oh boy, this is a predicament," said Deadpool as even he knew that his odds were bad. "Look, guys, I was just doing a job, just having some fun, no hard feelings…"

Thankfully for him, Deadpool was spared as the door was opened and Mojo stormed inside, as the floor boards and the walls cracked and decayed.

"Wilson, you allowed them to come up here and you're ruining my show!" yelled Mojo as everyone got a look at his ugly demeanor and his warped yellowish skin. "It just goes to show that if you want something done right, you have to do it yourself!"

"Yeah, well what can you do, ugly?" taunted Spider-Man but everyone dodged a blast.

"I'll show you what I can do!" cackled Mojo. "Time to cancel you, Spectacular Spider-Man!"

"Oh for the love of Stan, you just had to go there, didn't you?" groaned Deadpool with a wince.

Mojo revolved right to face his foes. Laser cannons appeared out of his walker and began to fire right at the group who moved around.

"Scatter!" yelled Spider-Man.

"Yeah, we know lasers hurt, no need to say that," said Quicksilver as he tried to rush in to grab Mojo but a blast had caused him trip over his feet and land right on his face.

Scarlet Witch tried to nail a hex bolt, but Mojo had a force field which blocked the attack.

"Come on, like I haven't prepared for you kids," cackled Mojo, as he turned around. "I'm not completely stupid, I've done some research…"

Claws swiped but the obvious suspect was knocked down with a laser blast, where he landed right to the floor.

"You haven't been selling enough, now I'm going to rebrand and retcon you all," said Mojo as a metal cable shot right out of the walker. The cable snatched the remote control right out of Kitty's hand. "Deadpool didn't know how to use this thing properly, because he didn't read the manual."

Deadpool retorted from the corner. "Real men don't use manuals!"

"No but smart ones do," cheered the network executive. "I think we're start with the Spider-Man. I can rebrand him into an U…"

Nightcrawler appeared right above Mojo and grabbed the remote before he disappeared.

"I believe the term is, yoink," said Nightcrawler, as he waved the remote, but Mojo turned his attention right to him.

The remote flew right into the air, as everyone made a mad scramble right for the remote control. The remote changed hands several times but no one could use it.

Deadpool caught it and danced around, triumphant. "I got it, I've got the…"

Spider-Man swung in and snatched the remote control right away from the crazed mad man, before he grabbed it right in his hand and hit the pause button, which caused Mojo to freeze in his tracks.

"So this is the guy who hired us?" asked Spider-Man and Deadpool nodded.

"Yeah, it's all of his fault," said Deadpool as he pointed right at Mojo , before he turned his head towards the fourth wall. "Hey, the money's already in my account, so my job is technically done."

Mojo managed to break free, but Spider-Man held the remote control right in his hand. "Let's see what happens when I press the zero number button."

"No you fool, that channel doesn't exist, you're going to send me to a glorified test pattern!" cried Mojo and the wall crawler's finger hovered right over the button. "Please, have mercy."

Spider-Man said nothing but pressed the number zero. The device zapped Mojo.

"I'll be back, I'm an executive you can't…." started Mojo but he was banished right into a nonexistent channel.

"So is he…" started Gwen.

"He'll be fine, although he might be in stasis for a very long time," said Spider-Man.

Toad pulled himself out under the rubble. "So did we win?"

"Yes, we won," confirmed Avalanche.

Deadpool began to tip toe right towards the door but Scarlet Witch blasted door shut.

"You're not going to get away," warned Scarlet Witch. "After all you put us through, you think that you're going to…"

"Actually I don't think, I know," said Deadpool. "I'm going to…oh put those claws away."

"You ever pull something like that again, I'm going to make sure you need a bedpan for the rest of your life," growled Wolverine.

"Let's just kill him right now," said Mystique but she got her share of nasty glares for that one from the heroes and a couple of the Brotherhood members.

"Well….as tempting as it would be…" managed Spider-Man but he turned to everyone. "I'm having a hard time coming up with an argument because it's wrong, so if anyone could please help me out?"

Everyone just shrugged, but Deadpool had made his way out the window, pushed it open, and jumped out of it.

"So long suckers!" shouted Deadpool. "You might have beaten me this time, but I'll be back in Volume Two and then you'll get it."

"Well someone's been rehearsing his villain exit speeches," muttered Gwen as others nodded. "He's gone, just vanished."

There was a long moment of silence.

"Okay, truce is done, let's waste these punks," said Avalanche as Quicksilver raised an eyebrow.

"Yeah, you X-Men are going to…" started Pryo but Scarlet Witch shook her head. "What do you mean no?"

"What do you think I mean by no?" asked Scarlet Witch. "We'll let them go for today….for now. It wasn't their fault, so we shouldn't waste our time fighting"

"Wanda…." Said Quicksilver but he nodded. "She's kind of right, I don't like any of them, but it was Deadpool that brought us here and that creepy executive guy."

"Fine, for today, but next time, things will be different," said Mystique as she turned to Spider-Man. "Send us home."

Spider-Man looked at them. "Well since you're so nice about it, I think the eject button might work, well we'll know won't we?"

"I think that's a good guess," agreed Kitty as the others nodded.

"Wait, a guess I'm…."

The Brotherhood disappeared into a flash.

"Do you think they got back?" asked Nightcrawler.

"Yeah, they're fine," grunted Logan. "So whatcha waiting for web head…"

"Okay, now it's our turn," said Spider-Man as he put the remote control down on the desk and held his web shooter. "Just enough for one more shot, everyone get together now."

They did and Spider-Man shot a line of webbing right towards the eject button and lightly touched it. The remote blasted them but not before Spider-Man yanked the control device back through with them.

The trip was not pleasant but at least it got them back home.

* * *

Back in the living room in the Mansion, six individuals laid sprawled on the floor as many others began to wake up right in the background. All of them shook their heads, in very delirious and confused states. To them, only seconds had passed.

"Do I even want to know what just happened?" asked Mary Jane as she decided to break the silence.

"No," said Peter without missing a beat, as he and Logan smashed the remote control so no one could ever use it for nefarious purposes again. "Is the television back to…"

"Yeah, everything's fine," said Rogue as she switched through the channels and checked. "Same old reality show garbage on every other channel."

"I never thought that'd be a good thing," said Kitty with a shudder and everyone nodded in agreement.

"Why do I have I feel the need and spend money on useless action figure variants?" asked Scott as everyone nodded in agreement. "I'm not the only one."

"So what did happen?" asked Ororo.

"It's a long story," said Kitty.

"And one we're better off not knowing I suspect," added Hank and everyone nodded at the large blue mutant. "I thought as much."

"Well it wasn't all that bad," said Gwen with a shrug. "I wished I would have been able the plasma blaster though."

"Well, at least your birthday's taken care of," muttered Peter with a smile.

"And why do I smell monkeys?" added Jean and everyone just looked at her but no one had an answer. "Another long story?"

"So, we need to all get decontaminated," said Peter. "Then maybe we should see if there's anything else on…"

"NO!"

"Or maybe we should just read something," amended Peter.

There were nods of agreement.

* * *

A bus moved across the road, as Deadpool sat on said bus, disguised in a trenchcoat and a hat over his normal attire, as he read a newspaper. He remained like this for a minute before he broke the silence.

"Um, that's it," said Deadpool before he shifted his head towards that one wall. "I'll see you all next volume. I can't give spoilers but I've seen notes. Oh boy, there's some insane stuff coming down the pike."

The Merc with the Mouth paused. "Of course, more of Volume One to come still. Hopefully the author doesn't die or get abducted by ninjas or get writer's block or something. Because that would kind of suck."

Deadpool snickered as the bus drove off until the time was right for his triumphant return.


	88. Frightful Part One

**Chapter Eighty Eight: Frightful Part One**

A wall of sand caused the friendly neighborhood web slinger to smash right against the wall and he landed rather hard.

"Out of the way, Spider-Man!" shouted Sandman as he swung a sand axe, but the wall crawler pivoted and rolled. The axe smashed against the ground. "You've stopped me too many times. I'm going to pull this one off."

Spider-Man avoided the attack and once again, he found himself nearly drowned in sand. "Look, Marko, we've been through this. The jewels are not something that you can just take and expect me not to stop you."

"You think I'm some punk criminal!" yelled Sandman as he tried to squash Spider-Man. "Every single time we've gone up against each other, you got lucky. There's no vacuum cleaners, cement, or water right here. I'm going to finally get my revenge on you."

A web sling and several rocks had smashed as the web slinger dodged out of the way. "I'm all about positivity as much as the next guy."

The wall crawler ended up on the wall and was off of the wall, when he realized it was a part of Sandman.

"It's kept me alive for many years," managed Spider-Man as he slid right underneath the attack. "But really, how many times are we going to do this song and dance? You'll be back to Ravencroft, I'll just find another way…"

Spider-Man found himself cut off as the sand cracked against him. "Although, I really wish you would stop getting sand in my costume. It's murder to wash out."

The battle continued between Sandman and Spider-Man as they went around a few more times. The criminal tried to maim the web slinger with various creative means.

"Marko, you need help!" called Spider-Man but Sandman split right into six different versions of himself. "That's not really what I meant."

Spider-Man found himself assaulted from all slides. Sand whipped right against his body as he staggered against the attacks.

"Oww, oww, oww!" cired Spider-Man but the sand dupes had smashed right against each other and merged together into one giant Sandman.

" _I don't know what's worse, six small Sandmen or one big one," thought Spider-Man. "I think it's a close tie."_

The sand cracked right against Spider-Man but the sirens echoed right outside.

"I have to get the diamonds," muttered Sandman but a large glob of webbing splattered against the case.

"No diamonds before dinner," taunted Spider-Man but Sandman extended a large fist and knocked the web head right on his back.

The villain turned around. "The MRD, well, they'll find you here. Good luck with being dissected Spidey. I'll have to pick up these rocks later."

Sandman dove down a vent and disappeared. The doors opened and Spider-Man flung up to the ceiling.

" _MRD, they're still after me," thought Spider-Man. "Creed's gone, but the damage was already long since done. Got to carefully avoid them Spidey."_

"Spread out, Spider-Man was seen right here," said the MRD commander but he paused and grabbed his phone. "Cancel that, Spider-Man's moved on, he's across town, let's move quickly, we'll find him."

The MRD left as Spider-Man breathed a sigh of relief. The sand was still in his costume.

He dropped down and avoided the security cameras, as his cell phone rang.

"Talk to me," said Spider-Man.

"The MRD leave you alone, Pete?" asked Gwen.

"Yeah they just left," said Spider-Man.

"Figured they would," said Gwen as she laughed over the phone. "But they'll find out that was a false tip before too long. You got to move."

"Gwen, you're a lifesaver, see you in a bit, love you, bye," said Spider-Man as he moved over, to change back out into Peter Parker.

The Sandman escaped but he would get him sooner or later.

Marko would come back for the jewels and then Spidey would nab him.

* * *

Sandman reassembled himself and groaned as he stood right in his hideout.

"Web head, always getting in my way, I could have had him," grumbled Sandman as he leaned against the wall. "Three times I've fought him. Even with the Sinister Six, I couldn't beat him."

"You do have power, Mr. Marko, but you are careless in using it," said a distorted voice and Sandman turned around, as he saw a radio planted right in his hideout.

"Who are you?" demanded Sandman as he rose up. "How did you find me?"

"Do not try and overcomplicate the matter, it will not suit you," said the distorted voice. "I have observed you for some time. You were nothing but a thug, a dime a dozen, a face in the crowd who managed to get power. Said power, you were humiliated by some scared child who played super hero. It is a rather pathetic existence."

"Hey, that's…." said Sandman.

"You know, I'm correct," retorted the distorted voice. "But I know with your power, you can be much more. Your mastery of sand could make you into a dangerous force. You think too small with petty theft and crimes."

Sandman just frowned. "I'm just a simple guy really, I…"

"Yes, you're simple but I think on a much grander scale. I have the intelligence to give you much more. You do not need to be a mere mortal playing with sand tricks and looking for some big score. I am offering you a place in a team I've created."

"Team, I tried that, didn't work out well," said Sandman.

"This team is unlike your little Sinister Six," said the distorted voice. "I have recruited two others and they will come and meet you right now. The four of us will be a force to be reckoned "

"Wait meet, you told two random guys where my hideout is?" asked Sandman and the door cracked open, to reveal two men. One was dressed in purple with a sonic cannon on his hand. The other was dressed in red, with several guns and glue based weaponry.

"Flint Marko, welcome to your new team mates," said the distorted voice.

"Hey, I know you!" shouted Sandman to the glue gun man. "You're Paste Pot Pete."

"The name is Trapster," grunted the criminal as he winced at the poor villain name he chose early in his career.

"And I am Klaw," said the villain as he held up the weapon and obliterated several boxes with a sonic attack.

"Now we are well introduced with each other, I can tell you my mission," said the distorted voice as there was a shifted. "The best way to gain respect is to take out a force that has stood toe to toe with gods. Therefore, you three will help me destroy the Fantastic Four."

"Good," said Trapster.

"The Fantastic Four?" asked Sandman. "Are you sure the three of us…"

"The four of us, to correct your assessment. I will guide you through the building and through the process. The Fantastic Four are not prepared for this."

"Just who are you?" demanded Sandman.

"Just a Mad Thinker," said the distorted voice with a sadistic laughter. "One who will be able to outsmart even the supposed genius that is Reed Richards. And then, I will eliminate Spider-Man."

The three criminals listened intent.

"Follow my plan and soon the Baxter Building will be ours," continued the Mad Thinker, voice distorted.

" _Guy's nuts, but hey, if Spider-Man's out of the way," thought Sandman. "Time to put the wall crawler in his place where he belongs."_

* * *

Laughter echoed as two young adults made their way up to a bell tower. One of them pushed the door opened and allowed them to enter the room. Gwen and Peter moved right inside, bundled up for the weather, not that it was as cold as it could.

"You didn't drop the hot chocolate did you?" asked Peter.

"Given as much as it costs, I was very careful," said Gwen, as she looked around. "Nice place…"

"Yeah, I come here a few times to catch my breath when those goons were chasing me, but I went back into the city," said Peter, as he sat down on a makeshift bench right to the side.

"Well add some curtains, some furniture and a computer or something and it could be a nice base of operations," said Gwen, as she handed Peter his hot chocolate.

Peter just smiled, as he sat right next to his girlfriend. The only seat was a bit too small for both of them, but Gwen managed to solve that as she slid right onto Peter's lap. Her head leaned against his arm and she sprawled out and drank the hot chocolate.

"Beautiful," said Peter as he looked forward.

"Yeah it is a nice night," said Gwen.

Peter shook his head. "The night is nice, but I was talking about wonderful girl in my arms."

Gwen smiled and set her chocolate down on the floor, before she wrapped her hands around Peter. It was a testament to how coordinated she was, where she managed to kiss him at that angle.

"I don't know what I'd do without you, really I don't," said Peter.

"You do pretty well, but…" said Gwen. "I'm so glad you're here with me right now. It's been a long last few months…between Harry, and Dad, and everything. I couldn't even go to my own Dad's funeral because the Friends of Humanity would nab me again."

"It's okay," whispered Peter as he held her tight. "We'll go there sometime soon and see his grave. I'm sure your father would understand. He knew what you were into and knew what you were like."

Gwen just smiled, as she cuddled right against Peter. "Thanks, you're the best. I nearly lost it without you. Don't ever do anything like that. I couldn't blame you. It was Osborn and Octavius both of them."

There was a quiet moment as they enjoyed the warmth of each other.

"We're here together now," muttered Peter. "I won't let anything happen, I swear."

"I know you won't," said Gwen as she turned her head. "This is silly…but for a while I thought I might have been a liability to you."

Peter looked at the young woman in his arms. He had to ask. "Why?"

"Well, those people kept coming after me and you went after them," said Gwen. "It was stupid. We both tend to find our ways into trouble. And we can find our way out of it together."

"I would have died at least half of a dozen times without you," said Peter, as he held her close and leaned into another kiss. They broke it after a while. "You're part of this just as much as I am sometimes I think."

"I know," said Gwen. "But, I just help out and I'm going to help out more. Dad did say that we should protect each other. I'm going to honor him and I know you will. I know you need your space from time to time."

The two just enjoyed each other's company until Peter broke the silence. "So, how do you feel about not going back to Midtown?"

"Place was getting on my nerves, with all of the anti-mutant garbage to be honest with you," said Gwen, as she looked a bit angry. "I can't believe those people…and I know some of them should have known better."

"Mob mentality can be a bad thing," said Peter.

"I know," said Gwen. "Did you hear about the boy who was harassed for being a mutant and what happened…"

"I did," said Peter in a somber tone. "His mother found him. It was all over the news."

"They took it too far," said Gwen, as her voice and temper raised, but Peter just held her to calm her down. "Those people are going to have to live with that for the rest of their lives, but I wonder if any of them will get it."

"If one person did…maybe there's hope for the rest of them," whispered Peter. "There's going to be a lawsuit, maybe that will help open some eyes."

The brainy blond nodded as she looked. "We're all just humans, it's just…some people have gifts. Do we lock up people for being able to sing or dance or anything? I mean, if they're using their gifts to commit crimes fine…but…"

"We'll deal with it, the X-Men are taking this seriously, and hopefully Xavier can make people see reason," said Peter. "The important thing is that as long as people's out there standing up, maybe that will show others that they're being wrong."

She relaxed. "Pete, you're right…but it's going to be a long time…"

"Never said it wasn't going to be," said Peter right before he captured her mouth in a kiss. The lingering hot chocolate could be tasted on each other's lips. "One day at a time."

"Yeah, and we'll face it together," breathed Gwen as her hands slid around Peter's back to keep her balance.

"We need to really unwind, all of this is stressing us out," said Peter as Gwen slid off of his lap and got back to her feet.

Gwen frowned. She'd like to be able to web swing around the city in her boyfriend's arms again, but the MRD made that activity something that they could not do. Every hour of the day they searched for Spider-Man.

"Do you have any suggestions?" asked Peter with a shrug.

"Well a few," said Gwen, as a wicked grin appeared on her face. "But I don't think we can do any of them in a public place, well legally anyway."

The two laughed at that one. "Always the smart ones they say and I never thought…"

Gwen grabbed Peter and lightly backed him against the wall, and whispered in his ear.

"You know you love it," said Gwen as she stood and shrugged. "Night isn't too bad, maybe we can take a nice walk and then head back to the Institute. It's only about seven, plenty of time. Enjoy the sights for once."

Peter agreed and the couple held hands, and picked up their cups, before they left to enjoy the night, before they would return back.

* * *

Inside the Baxter Building, four individuals sat around. A blond haired woman sat right on a chair in amusement as she watched her younger brother look frustrated as he played chess with a small little robot.

"Nice try, but beaten again," said the robot as it was the eighth game in a row.

Johnny Storm or the Human Torch as he was better known pounded the table. "Come on, I had that one nearly won. You had to cheat against me."

"Johnny, you're overreacting, you got beat fair and square," said Susan Richards, formally known as Susan Storm, the Invisible Woman.

Johnny shook his head. "No…that's why you shouldn't play a computer. They always cheat. Just like H.E.R.B.I.E. did. Why did Reed even build this creepy little thing?"

"I am not a thing, I am a sophisticated robotic interface capable of interacting with humanity and providing them with companionship," said H.E.R.B.I.E. in a patient voice. If a robot was capable of showing annoyance, then it would have been done right now.

Johnny looked put off.

"Yeah, what he said," agreed Susan with a laugh at the look on her younger brother's face.

"Creeps me out," muttered Johnny as he watched the little robot. "I think he might turn evil."

"Ah, he's kind of cute," argued Susan as she looked at the interplay.

"That's the point, anything that cute has to be evil," retorted Johnny as he refused to take his eyes off of H.E.R.B.I.E.

The rocky man on the other end of the room just looked at his team mate. "Ah, match stick, you're just jealous that some little robot keeps schooling you. If he keeps it up, you might be replaced…"

"Ben, really, don't say that, you'll give him ideas," said Johnny in a frantic voice as Ben Grimm chuckled. "He's already plotting to take over the world, I can see it in his eyes."

"What, his eyes are little lights, there's no expression in them or anything," argued Ben as he shook his rocky head, half amused and half exasperated.

"Plus, I would not take over the world," stated the robot with a pause. "It would be illogical and the paper work would be immense and time consuming."

"So you're saying that you will take over the world, if there isn't paper work," argued Johnny but there was no response. The young hero shuddered. "Still creepy."

"Well you watch too many sci-fi movies," said Susan with a shrug, as she moved over to see what her husband was up to.

In a huge surprise, Reed was at work lab. A knock at the door caught everyone's attention.

"Go get the door, match stick," said Ben and Johnny got up to do so.

"Alright, getting it, but I swear if it's Skrulls posing as girl scouts again, I won't talk to you for a week."

The Human Torch turned the door knob and it opened. A sand bag rested on the floor. He blinked three times.

"Did anyone order sand?" asked the Human Torch, as he looked at the bag which leaked the substance.

"What?" asked Reed as he finally pulled himself out of his lab. "Why would we get a bag of sand…"

The question was answered when the bag burst open and revealed a large man made of sand, who rose up in the air to face the Fantastic Four.

"Ah, what is that thing?" asked Johnny as he backed up to look at the creature.

"This is the arch criminal named Flint Marko, better known as Sandman, an enemy of Spider-Man," confirmed H.E.R.B.I.E as he scanned the sand creature. "He is a rather dangerous criminal with immense power but merely average intellect."

"Yeah, gotcha," said the Thing, before he charged the threat. "It's c…"

Sandman just smashed the Thing right to the ground before he could finish his catchphrase.

Thing was down, as Human Torch turned, eyes burned with fire.

"Right, you think you can just walk in here and beat us," said the Human Torch as he closed his eyes. "Flame o…."

Sandman got in the sprinkling system and activated it which put out the Human Torch for the moment.

"Fascinating, but, I'm afraid I'm going to have to ask you to leave," said Mr. Fantastic as he was armed with a cannon and blasted Sandman with an energy blast which caused his particles to break apart.

"I think that was a dupe," muttered Human Torch as he tried to dry off his hair.

Right at that point, sand particles manipulated into Reed's security system. The systems overheated immediately.

For a moment, as the Invisible Woman managed to push Sandman and trap him in an invisible forcefield. Sandman pounded his way, but even he could not stand up to this assault.

"You can't hold me forever!" yelled Sandman.

She just looked at him and smirked. "Oh no I can't, but you do need oxygen and I can hold you until it runs out."

Sandman pounded right at the forcefield. A sonic attack knocked the members of the Fantastic Four down and freed Sandman.

"Got the security down, good timing," breathed Sandman before he reassembled himself into his standard form.

"Klaw?" asked Mr. Fantastic as he looked at an old nemesis of his from some time ago.

Reed Richards helped King T'Challa, the Black Panther, of Wakanda deal with him some time back.

"Pleased, to see you remember me, Doctor Richards," said Klaw, as he blasted another sonic attack, but the Thing caught him from behind with a haymaker punch.

Klaw dropped down on the ground, as the Thing stood right over him.

"Should have watched your back," said Thing but he suddenly felt something splash against his back.

"Hey, long to no see, Pete!" cackled the Human Torch.

"My name's Trapster!" growled the former Paste Pot Pete as he shot glue right at the Human Torch but he dodged.

The Invisible Woman screamed as she got glue right in her hair and tried to pull it out, but her hands were trapped.

"Just a second, Sue, I've got something right…"

Mr. Fantastic was blasted backwards with a sonic attack.

H.E.R.B.I.E. slid right over, but Sandman smashed into him with a wall of sand.

"Move it, Number Five," growled Sandman, as Trapster and Klaw had shoved the robot in a containment unit.

A splatter of glue had held Mr. Fantastic in place.

Thing, Invisible Woman, and Mr. Fantastic were all trapped.

A fourth figure stepped right through the door and wore black, with a hood.

"Who are you?" asked Mr. Fantastic.

"You may call me, the Mad Thinker," said the figure, the Mad Thinker in a distorted voice.

The Human Torch pulled himself out to face all four of these villains. "Hang on, you still got me!"

"A minor annoyance, the weakest member of the team, dispense with him," said Mad Thinker as a hand waved and Sandman swung a large hammer, but Human Torch dodged and rolled underneath it.

"Come on, come on…" said Johnny but he knew he was outgunned.

A sonic blast caught Johnny and he flew right out of the window.

"There's no way he could have survived that one," muttered Trapster.

"Don't you fools know anything," said Mad Thinker. "Never be for sure without a corpse."

Sandman, Trapster, and Klaw departed for their search.

* * *

"No sign of him, we looked," said Klaw.

"Very well, if he comes back, we'll kill him," said Mad Thinker, as she saw the Thing, Mr. Fantastic, and Invisible Woman all in containment units, set to hold them in place.

"Just who are you anyway?" asked Invisible Woman as her eyes narrowed.

"Susan Storm, I am someone who is far beyond your moderate intellect," said the Mad Thinker, as two hands reached forward. "But I will indulge your curiosities about who I really am."

The mask was removed and the face of a teenage girl with black hair was revealed.

"You mean…you're just some little snotty teenager?" asked Trapster.

"Miscreant , I'm more than a mere teenager, my intellect outstrips those of my peers and most of my elders," said the Mad Thinker. "My real name is Rhona Burchill and as I said, I'm a thinker. A mad one perhaps, but most of them are."

"Why did you do this?" asked Mr. Fantastic.

"You brushed me off one day," said Rhona as she glared at Reed. "You thought of me to be another little girl, with bright ideas that were beneath you. I thought you were great, but then I realized, the great Reed Richards is nothing but a charlatan."

The young girl looked at them and continued to rant. "Merely just a fool who botched an experiment, ruined the life of his best friend. And he continues to be useless Considering Ben Grimm is still an ugly pile of pebbles."

Rhona cackled at the expression on the Thing's face." I do have the capabilities to turn the Thing back into Ben Grimm but I feel it was prudent to leave him as such. He deserved his fate for trusting someone like you."

The Mad Thinker just gave a sadistic smirk as the Thing pounded on the containment unit. "My plan has captured the Fantastic Four. I've accomplished something that many have dreamed of but no one has ever succeeded with. A snotty little teenager has masterfully brought the first family of super heroes down."

She laughed at their helpless state.

"Where are your parents?" asked the Invisible Woman in a gentle voice.

"They thought they could punish me and reign me in," said Rhona before she added without any remorse. "They were the first subjects I experimented with."

She looked gleeful and even the other three villains looked a bit disturbed.

"I've brought together my Frightful Four and I've outmatched you, Reed Richards," continued Rhona. "In due time, the entire world will see my superiority. I have calculated everything."

She looked smug and superior as Sandman, Klaw, and Trapster stood. She might be a teenager, but they could hardly argue with her results.

* * *

Peter and Gwen stood right at the edge of town, and enjoyed the night. A wind kicked up but other than that, the night was young.

"It's getting late," whispered Gwen, as she shivered, but Peter pulled her closely.

"It shouldn't take us too long to get back to the Institute, about twenty minutes," said Peter, as they walked around, but stopped with a loud bang right in the air above them.

A figure crashed down from the sky and landed with a thud.

Gwen's eyes widened. "Is that…"

"It's Johnny," said Peter, as he saw the Human Torch stagger right over there to them and nearly collapse to one knee, he looked ragged and beaten.

"What happened?" asked Gwen as she rushed over with Peter and they both helped him up.

"I….they attacked the Baxter Building," managed Johnny as he looked around, dazed and with a splitting headache. "A group of villains, they took it over, they nearly killed me, they got the others."

Peter turned his full attention to Johnny. "Just calm down…"

"I AM CALM!" yelled Johnny as he looked at both of them, but recognition dawned on him immediately as he looked from Peter to Gwen, as his hazed brain tried to really get things together. "Have we met before?"

In his hazed state, Johnny pieced it together.

"You were with Spider-Man, that day after he fought the Green Goblin and almost died," whispered Johnny to Gwen but then he turned around to face Peter. "You…you're him aren't you? The web head."

"Keep it down," muttered Peter as he winced.

"Sorry," said Johnny but his breath was rigid. He had to be careful.

" _It's kind of unnerving to see Johnny freak out like this," thought Peter._

"Sue hid Spidey's face, but it has to be you," muttered Johnny. "Well if you're him, I think I could use a bit of help right about now."

Both Gwen and Peter stood and listened.


	89. Frightful Part Two

**Chapter 89: Frightful Part Two.**

"So that's what happened," concluded Johnny as Peter and Gwen looked right at him and nodded.

Peter remained rather thoughtful and looked at Johnny, before he took a breath. "This Mad Thinker, seemed like he was prepared for everything in the Baxter Building. We're dealing with someone who is dangerous."

"Not to mention a bit unhinged," said Gwen and Peter looked at her. "I mean who would call themselves the Mad Thinker otherwise?"

"You could say that about half of the people I go against," said Peter.

"Point taken," muttered Gwen with a nod.

Peter frowned in frustration. "And Marko's involved…I don't know much about the Trapster and Klaw, but I'm guessing they're trouble."

"With a capital T," said Johnny. "The Trapster used to be some dork with a glue gun named Paste Pot Pete but…"

"He's slightly more dangerous now," concluded Peter as he prepared himself.

" _All of them, no matter what, they all started out so innocent, so simple and with each passing year, they get more unhinged," thought Peter. "But I got to keep fighting them, regardless. That's who I am, that's what I do."_

"So, we need to find a way to get into the Baxter Building and free the other three members of the Fantastic Four," concluded Peter.

"Easier said than done," said Gwen and Johnny nodded.

"Reed designed that security system," said Johnny. "He tried to make it foolproof…"

"Well there might just be a flaw right in there if the Mad Thinker managed to get around it," said Peter.

"And there is no such thing as a foolproof security system, there's always flaws," said Gwen. "Always someone who thinks of something that the person who designed it didn't, even a genius like Reed Richards can't be perfect one hundred perfect of the time."

Peter moved right off. "Right, here's what we need to do. We know who we're up against. This Mad Thinker is a mystery. Sandman I know too well and Klaw and Trapster…Johnny can try and fill us in."

"I'll do my best, but we need to get in there, who knows what they're doing," said Johnny.

"Don't worry, we'll find a way to save them," said Peter. "Just give me some time and we'll figure out a way."

"So how are we going to do this?" asked Johnny.

"We're going to have to work together, but I think we need to get in," said Gwen.

Johnny opened his mouth but Peter shook his head.

"Trust me, don't say anything," muttered Peter. "She's proven that she can handle herself to me. I trust Gwen with my life."

Johnny just turned and muttered. "Whipped."

"I heard that," said Gwen as she glared at him and Johnny wilted.

"She has to be your girlfriend, she would be your type, web head," muttered Johnny. "Smart and a bit…"

Johnny managed to stop and take a deep breath before he got himself into trouble. "Right, enough messing around, we got to really find them."

"We will, just let me change, and then we're off," muttered Peter as he moved off to leave Gwen and Johnny to wait for him.

" _I sure hope the MRD doesn't still their noses into this, because that could get messy," thought Peter. "No time to call back to the Institute for back up, it's got to be the two…the three of us."_

* * *

"So, Reed Richards how does it feel?" taunted Rhona as she rocked back and forth and looked at Reed who was in the containment unit. "How does it feel to be defeated by someone who is superior to you mentally."

Reed looked at her with almost pity. "You know, for someone who is intellectually superior, you may have done better with killing us. I mean, scientifically speaking, it would make…"

"Reed, don't," growled Thing and the Invisible Woman tried to push out but she could not. She was absolutely trapped.

"Oh I will kill you, eventually," said Rhona. Her voice was cool and casual, devoid of all emotional attachment. "You see, I want the world to know what I've done. And how I humiliated you all, the last memories everyone will have of the Fantastic Four are that they are helpless and trapped. There are seven ways I can kill you right now off of the top of my head."

Klaw turned to face the Mad Thinker. "I would advise killing them right now…"

"If there was any chance of escaping right now, I would right away," said the girl as she waved off the concern. "You see, this is only one part on my scheme. The Human Torch escaped and I figured the first person he would go after is Spider-Man."

The girl looked calm and her eyes were on them. "Your life hinges on some mentally unhinged child who dresses up and plays super hero to a world that wants to take him down. I've studied Spider-Man. His weakness as he cares for inferiors."

Rhona paced back and forth and looked at the equipment.

"Infantile," said Rhona as she shook her head at the shoddy quality. "Spider-Man has great power, he could have what he wanted. Yet his mind is weak and his heart is soft. He's ruled by emotions and that is why I'll beat him."

"The wall crawler's a bit tougher than he might look…" interjected Sandman but the girl shook her head.

"Perhaps he is talented, but my intelligence far passes his," said Rhona as her arms folded. "Every single thing he's done, I have a counter for. You'll all see. I'll bring down both Spider-Man and the Fantastic Four. Then the world will respect me."

"You need help," said the Invisible Woman. "Let us out…we can help you…"

"You are the one that needs help," taunted Rhona. "A tried and tested ploy to find your way out of that containment unit, but it will not work at all."

The girl just turned around. "Soon, Spider-Man and the Human Torch will show up. And then they'll be captured. Next is your end, as this reactor will be overloaded."

"You can't do that," gasped Reed. "Countless will die…"

Rhona shook her head. "Just because you cannot count that high, doesn't mean I am unable to. I will record the event and the look on your face as you have been defeated will be seen by the entire world."

She walked off and the three members of the Fantastic Four remained right in the stasis tubes. After a brief instance, Reed spoke.

"The girl seems rather confident. If it was not for the situation, it would be encouraging."

"Yeah Stretch, confident isn't quite the word I had in mind," said the Thing. "Any luck of getting out of these containment things."

"I may have built them too well," muttered the scientist. "It was only for the purposes if one of us had gone rogue. Now…"

The Invisible Woman put her head on her hands and sighed. "There's got to be some flaw in these things. Nothing's perfect…just think of something."

"Well, I'll do so," said Mr. Fantastic. "Do you think Johnny will find Spider-Man in time?"

"Yeah, I'm sure he will, I hope the wall crawler can find a way into here," said Thing.

"He will, but it won't be easy," said Invisible Woman as she looked at. "That girl…I don't know what happened to her."

"Something bad no doubt, childhood trauma, and potentially a high level of intelligence, it caused her to be unable to relate to other people," said Mr. Fantastic as he continued to work. "This just won't work at all!"

"It's all up to Johnny then," said the Thing as he tried to hammer himself free but he got sent back. "You did build these things too well."

Mad Thinker looked at the scanner right in the lab.

"Klaw, Trapster, Sandman, Spider-Man and the Human Torch are outside of the Baxter Building," said Mad Thinker. "Bring them back if you can, but if you have to kill them, that's what you have to do."

The three members of the Frightful Four moved through the doors to engage the two heroes.

"Wait, who's this girl?" muttered Mad Thinker as she looked at a third person who she did not see. "She wasn't…well a hostage perhaps."

* * *

"Did you get it?" asked Johnny.

"Working on it," muttered Gwen. "Wish we would have had time to get back and pick up Kitty, she could have gotten in here easy, but we're just going to have to make do…"

Gwen hammered right on the keypad as Spider-Man and the Human Torch remained in the background. Several minutes of intense work but she refused to give up so easily.

"Just about…got it!" yelled Gwen in a triumphant voice and she could not really resist to celebrate her success. "Ha, I'm smarter than Reed Richards!"

"Just don't let it get to your head," muttered Spider-Man, with a smile underneath his mask.

At the next moment sand blew right through the opening of the Baxter Building.

The spider sense was triggered, and Spider-Man pulled the other two out of the way, as a giant fist rose out of the ground and nailed him right in the face. Sandman rematerialized right in front of them.

"Payback time, web head," growled Sandman and then Klaw and Trapster appeared right beside him. "And this time, I brought back up."

Spider-Man dodged a glop of glue as Klaw pointed a sonic attack. "Oh good, fresh moving target, well it's always good to mix things up."

Klaw aimed a sonic blast and knocked Spider-Man right on his back.

The wall crawler ducked and rolled, before he popped right back up. "Nice, you and Shocker should hang out sometime."

Trapster battled the Human Torch as Sandman rose up and smashed right into him.

Spider-Man dodged around. Several sonic blasts shot right into the air.

The wall crawler stepped back and waved, as a large platform collapsed right on Klaw. The wall crawler moved over to land right next to his girlfriend.

"Gwen, get inside, free them," muttered Spider-Man.

"Me?" asked Gwen as she was taken right off of guard.

"Yeah, you," said Spider-Man. "You can get in, these three will be tied up with us. Get inside and free the others."

"Will do, good luck," said Gwen, as she pushed her way inside the building and nearly slipped on sand and ice but managed to adjust her footing.

Spider-Man sent a large blast of webbing which wrapped around Sandman. The villain slid right out of the webbing but the wall crawler dodged around, before he smashed right down.

"Come on Marko, you're going to have to do better than that," muttered Spider-Man.

Trapster aimed a glue gun right at him. A blast of glue was dodged as the wall crawler used precision to move around. "If I get both glue and sand in my costume, you're so getting the dry cleaning bill."

"A little help here," said the Human Torch as he tried to push his way out of the trap.

The wall crawler swung right into the air and caused Sandman and Trapster to knock right into each other. With a forward roll, Spider-Man grabbed a tube right from Trapster's belt.

"This should do it," he muttered as he studied the formula, as he pressed the nozzle. The spray melted the glue right around the Human Torch. The Torch slid right out. "Why are you having problems?"

"Sorry, right now I can't get a spark in the weather," he apologized but Spider-Man waved it off.

"Inside then, before they get up, and here they come," muttered Spider-Man. "Don't you have other people in the Baxter Building?"

"Yeah we have neighbors," said the Human Torch. "Why?"

"What do they think about this?" asked Spider-Man as he awaited Sandman, Klaw, and Trapster to join them.

The young super hero just looked at him. "I really think they're a bit too used to the insanity. After Doom tried to launch the Baxter Building into space…"

"Yeah, they would be used to things like that," said Spider-Man as Sandman tried to smother then but the web slinger ducked and dodged all of the attacks.

Klaw fired his sonic blast right at them.

"Grab the Trapster's gun," muttered Spider-Man as he dove right to the side of the attack.

A line grasped onto Klaw's sonic gun and Spider-Man gave a yank. The gun twisted and blasted Sandman. The impact caused the sand particles to bust apart.

"Give me that, Paste Pot!" shouted Human Torch as he grabbed the gun, before he turned it, and Spider-Man whipped Trapster right into Klaw and Sandman.

"Blast them!" called Spider-Man and the Human Torch fired the gun, which caused the three members of the Frightful Four to be stuck together.

"Ha, hot glue!" shouted Human Torch.

The wall crawler felt the need to face palm and shook his head. "You just had to go there."

Trapster cursed and he turned towards them. "We'll find a way out of here and when we do, you're going to be…"

"Yeah, save it, we've heard it before, Pete," said Human Torch as the Trapster just glared at them. "Yeah, we know your new name, we just don't care."

"Let's go," muttered Spider-Man.

" _I wonder how Gwen's holding up. I'm sure she's fine…but I can't help but wonder…got to remain confident."_

* * *

Gwen rushed down the hallway. Her head was down, as she slipped right around.

"You really think you're going to stop me, don't you," taunted a voice.

"Well that's the idea," replied Gwen in a cool voice.

"Your false bravado is amusing," said the Mad Thinker as one of the monitors showed her face. "You hide behind the mask of everything being okay, but you're just as broken as me. I can see it in your eyes."

Gwen just regarded this girl with much amusement. "Yeah, I'm sure you really know me."

"Still remaining cool, ignorant to the end," replied the Mad Thinker. "Another genius, one who is smarter than most her age, but you fooled yourself. You allowed your heart to weaken your mind. It's sickening."

"One of us is sickening and it isn't me," muttered the blonde, as she tried to get the door open.

"Everyone around me, is just an extension, a tool to be used," ranted the Mad Thinker. "I have no sympathy for my inferiors. I'm the intellectual savior of humanity and I will wipe out the more undesirable elements. These heroes such as Spider-Man and the Fantastic Four, they upset the balance. They've caused a lot of evil, and they've killed a lot of people. Only I can see what they're doing. I'm the only one who can stop them."

The blond haired girl just rolled her eyes. "You sure think a lot of yourself."

"I'd advise turning back right now, there's no way we can outwit me," said Mad Thinker. "You have no idea what I can do. While little girls were playing with dollies, I was doing genetic experimentation and enhancing my mind."

"Well you can sure enhanced your mouth," countered Gwen. "And you're starting to give me a bit of a headache."

She paused.

"Congratulations, you captured the Fantastic Four, well done," said the girl. "But other than that, all you've done is run your mouth. You've done a lot of showing and not a lot of telling. Sounds to me like you're a scared little…"

"NO!" yelled the Mad Thinker. "You…I'm superior to you and everyone else. "

Gwen just smirked, as she shifted the control panel that lead to the stairway to the side.

"Do you hear me?" demanded the Mad Thinker. "If you come in here, I'll crush you like an insect."

"That's nice," said Gwen, as she looked over her shoulder.

" _Kind of worried, hopefully Pete and Johnny show up before too long. If she does set something dangerous on me…got to keep it cool. She sure is full of herself. Obviously she's smart…I wonder if I would have been like this if I never made any friends."_

The blonde haired young woman shook the thought out of her head and the door opened. In a flash, she ascended the stairs, with a deep breath.

Her ears perked up, but she remained against the wall.

"Likely lasers around here somewhere," muttered the girl to herself.

"Starting to lose your nerve," taunted the Mad Thinker.

"Not really, just focusing," said Gwen. "Focusing on all of the ways where I think you're nothing but a bunch of hot air."

The Mad Thinker's voice raised. "How…how…HOW DARE YOU? My intellectual capacities far exceed that of you, you…dippy little blond."

"Oh dumb blond jokes, must be serious," said Gwen in a sarcastic tone of voice and turned, before she reached the door.

" _This is it Gwen, hope you can stall her long enough. Just keep her talking, she loves that."_

"Open that door out your own peril," warned Mad Thinker, as Gwen twisted the door open.

The girl made her way right into the laboratory and threw herself right on the ground, when the Mad Thinker blasted a miniature canon towards her.

"Stay still, you're just delaying your end!" shouted the Mad Thinker.

Gwen just waved behind the counsel and was blasted again. A stack of papers disappeared right into nothing.

" _Transporter, likely to the microverse, or something…" thought Gwen as she ducked and dodged._

Rhona continued to fire the blaster again and again.

" _Might not have spider powers, but reflexes are decent," thought Gwen but she found herself in a corner. "Ah crap."_

"You've just run out of room," said the Mad Thinker, as she turned to Gwen, as a vent opened and Spider-Man crawled in on the ceiling. "You're just a stupid little ditz trying to be a genius, blondie. I'm a true genius. What did you think you were trying to do? I swear I'll wipe that smug look off of your face."

Gwen Stacy just had a smirk before she responded. "It's called a distraction, genius."

As if on cue, Spider-Man ripped the cannon right out of the Mad Thinker's hand and she spiraled right onto the ground, and nearly tripped over her feet.

"So you're the Mad Thinker?" asked Spider-Man.

"Yes, surprised I'm a woman," said Mad Thinker.

Spider-Man just shrugged and responded in dead pan. "No, I'm all for some diversity."

She pulled out a miniature orb and tossed it right at Spider-Man, who dropped to the ground.

"My spider sense has been…" managed Spider-Man, as his hands clutched his head.

"That's right, wall crawler, your spider sense has been overstimulated and soon your brain will be reduced to mush," cackled the girl. "I might keep you as a pet, until I get bored and dissect you. This action proved that I have accounted…"

The Mad Thinker was cut off by a punch to the face. Gwen moved over and she managed to turn off the orb.

"Are you okay?" asked Gwen, as she helped Spider-Man to his feet.

"Head's splitting," muttered Spider-Man. "Brain still works. How about you?"

"My hand's sore, but I'm doing okay," said Gwen, as she rubbed it.

"We better move," said Spider-Man, as he grabbed Gwen underneath his arm and swung her out of the way, as the Mad Thinker began to blast right at them. Her aim was all over the place.

The floor was heated and Rhona got a hot foot.

"No, this wasn't…no!" yelled the Mad Thinker, as she turned up the Human Torch. "You'll pay for that."

"I'm kind of strapped for cash," taunted Johnny. "Do you take credit?"

The door slid open and the rest of the Frightful Four entered.

"If you know basic arithmetic…" started the Mad Thinker but Spider-Man was over by the control counsel. "Stop, you're ruining everything!"

Spider-Man froze, the controls were beyond him.

"Press the green square button," muttered Reed and Spider-Man did as he was told.

Mr. Fantastic, the Thing, The Invisible Woman and H.E.R.B.I.E. were all freed. Klaw, Trapster, and Sandman took a step back but one of the villains smirked.

"Yeah, I can take you," said Sandman as his form split several dozen different ways.

"Finally," said the Thing as he rushed forward. "IT'S CLOBBERING TIME!"

The Thing knocked several of the Sandman dupes backwards. Klaw blasted a sonic attack at Spider-Man but he dodged. The Trapster shot glue right at them. Several more Sandman dupes moved in and grabbed Reed.

"You know, splitting your conscious that many ways has to be a strain," said Mr. Fantastic, as his limbs were pulled and stretched.

Several web balls knocked Sandman's doubles back and the sand swirled right on the floor, all right into one into one giant version of the criminal who knocked the Fantastic Four back.

"Flame on!" shouted Johnny as he blasted Sandman. The sand heated up and caused Sandman mild discomfort.

"Do I look like the Sahara?" grumbled Sandman, as he was trapped in an invisible force bubble.

"Now what?" asked Invisible Woman.

"There's an hour glass right back there," said Mr. Fantastic as he pulled himself right back together, and Spider-Man dodged Klaw and Trapster, who took each other out.

"Dare, I ask why?" asked Spider-Man.

H.E.R.B.I.E slid over and pulled out the hour glass. "Never hurts to be prepared for anything."

"Good point," said Spider-Man as Sandman was placed in an hour glass.

"Hey, I'm no time piece!" shouted Sandman, absolutely humiliated by what just happened.

Spider-Man looked is foe. "Ah, Marko, that's a good way to pass the time, at least until you do some time."

A force shield was thrown up as Klaw blasted a sonic attack. The Thing knocked Klaw back. The sonic based villain ended up in a containment unit.

"Come on, Pasty, surely you can do better at your aim then you did with your name," taunted Spider-Man, as Trapster.

"Just wait, just wait wall crawler," growled Trapster, as he aimed his gun, but Spider-Man shot a ball of webbing right into his gun.

The gun overload and Trapster was covered in his own glue.

"Now that's what we call a sticky situation," said Spider-Man but he saw Gwen just smack her palm right into her face. "A bit too much."

"Yes," muttered Gwen, as Trapster, Klaw, and the Sandman all were captured but a laughter echoed as the Mad Thinker moved over.

"Rhona, stop you don't know what you're doing!" called Reed.

"I know exactly what I'm doing, you simpleton," said Rhona as her eyes widened. "The Baxter Building is going to be converted into a bomb. The big bang will wipe out half of the city and everyone in this building with it."

"Are you nuts?" asked the Thing. "The whole joint will go down, and that includes you."

Mad Thinker looked beyond all reason and she rocked back and forth, but Spider-Man grabbed her by the hair and pulled her right away from the console.

"HOW DARE YOU TOUCH ME!" she shrieked as she tried to hit Spider-Man, but he hurled her to the side.

"Reed, do something," muttered the Invisible Woman.

"Working on it," said Mr. Fantastic as he inputted the override codes.

"Self destruct sequence in thirty seconds," narrated the computer.

The Thing looked shaken. "Snap it up just a bit stretch.

"Ten, Nine, Eight, Seven, Six, Five, Four, Three, Two…Self Destruction sequence stopped."

Sweat was wiped off of the forehead of the scientist.

"Always at the last second, it never fails," said the Human Torch as he shook his head.

"No, there were two seconds actually," corrected H.E.R.B.I.E. but the Mad Thinker grabbed the little robot from behind.

"Stand back or I'll insert a virus into your little friend," said Mad Thinker. "Your little tin toy will be a weapon that will blow up the Baxter Building."

Everyone looked horrified, as she also held a gun and added in monotone. "Or maybe I'll just melt him down for scrap."

She looked at the Thing, Mr. Fantastic, the Human Torch, Spider-Man, and Gwen but she felt herself grabbed from behind and pulled right out of harm's way.

"No, stop it, I'm…" said the Mad Thinker, but she was shoved right into a containment unit and sealed inside. "This isn't possible! I calculated for everything!"

"Maybe you forgot to carry the one," dead panned Spider-Man and the Mad Thinker smashed on the containment unit with her fists.

"Get ahold of Ravencroft, we might have a few more guests for them," said Mr. Fantastic.

"NO!" shrieked the Mad Thinker. "I'm not some common super powered thug, I'm…one day, one day, I swear, you'll all pay for this. The entire world will pay…"

"Is there a mute setting on this thing?" asked Gwen.

"The knob on the side, why?" asked Mr. Fantastic and Gwen casually walked forward and dialed the knob down. Rhona continued to scream but her words were only heard by her.

* * *

"Off to Ravencroft with them," said a man in a jacket but the MRD arrived. "Ah Commander…"

"We just got word that Spider-Man was sighted right outside the Baxter Building," said the commander, as he turned around to face the Fantastic Four. "He's a fugitive from the law…"

"Well you might have just missed him," said the Invisible Woman. "He appeared and helped us against these four criminals."

The Thing added his two cents. "Yeah, pretty noble thing for some fugitive to do, wouldn't you say?"

"Yeah, he really managed to be good," said Human Torch. "I'm sure we'd be happy to lend you the security camera footage."

"But in a security glitch, the last twenty four hours have been erased," said Mr. Fantastic. "I'll let you know if I can recover it for you, but I don't like making promises I can't keep."

The MRD troops looked around.

"Gone again, that web slinger keeps slipping through our fingers, but one day…" said the MRD Commander as he walked off.

The transport for Ravencroft had taken the Trapster, Klaw, Sandman, and the Mad Thinker back for evaluation and once they were gone, the Invisible Woman waved her hand.

Peter and Gwen both became visible once again, embraced together.

"Coast is clear guys," said Invisible Woman. "That was a close one, real close."

"Yeah, you better get out of here, before those MRD clowns come nosing around here," added the Thing.

Mr. Fantastic paused. "Just as well, I need to input a new security system. I'll let you two know if I need testing."

"Thanks, if you ever need me to return the favor…and we're not like halfway into space, " said Human Torch. "I'll see what I can do to help."

"Well good bye, see you all later," said Peter.

"Yeah, bye," replied Gwen.

"Thanks for your help, both of you," said Invisible Woman.

"Yeah, come on Gwen, let's go," said Peter, as they walked hand in hand, to return to their room at the Institute.

"Weakest member of the group am I?" asked Human Torch. "I showed her, it's lucky I didn't toast her like a marshmallow, but I managed to help save you all."

"Ah, don't let it get to your head Johnny," said the Thing but he had a smile on his face. "Been a long night."

"So do you think Rhona will actually get any help?" asked the Invisible Woman in a serious voice.

"I don't know, the poor girl seemed scared, almost as if she was trying to prove something," said Mr. Fantastic. "It's almost as if someone stirred her up."

The Fantastic Four reentered the Baxter Building to begin to prepare for the next time someone took a shot at them.

* * *

Rhona Burchill dropped right to her knees.

"I've failed, I plotted everything," muttered Rhona.

A deep voice echoed towards her. "Failure is a simplistic way of looking at what occurred. While you made some careless mistakes that you should not have, there was much that can be gathered from this mission."

A figure made of metal with a green cloak appeared right out of the shadows and stared down Rhona.

"To your feet and face Doom, my apprentice," said Doctor Doom. "Your first test had mixed results. It started well but once unknown variables got entered into the event, you lost sight of your original purpose.

Rhona nodded but the Latverian Ruler continued his critique of the girl "You rushed into the battle too, a mere few hours is insufficient time to put together a team. Your attack only had the element of surprise. That fool Richards and his family would have been defeated. Yet, more is clear about Spider-Man, much like I suspected. He has a scientific background and there is more to him than one child behind the mask."

Doom had pondered much about Spider-Man since their previous meeting years ago. From afar, he watched the wall crawler.

He funded a man named Creed and used his connections to get him air time to allow his anti-mutant propaganda to fill the minds of people. It soured people on heroes, which would make Doom's final objective much more obtainable.

The war between mutants and humans bothered Doom little. It was like entertainment to him, as he plotted his plan.

"What's the next move?" asked Rhona. "When's the next move?"

"When the time is right," said Doctor Doom. "Fools rush their plans while Doom waits. In the end, all will be within my grasp."

Rhona just nodded. She knew Victor Von Doom was the greatest scientific mind the world had ever seen and Reed Richards was responsible for scarring his face.

One day she would be as good as Doom.

One day she would be better as Doom.

She knew she was destined to be superior to all.


	90. Art of Crime

**Chapter 90: The Art of Crime.**

"I can't believe I let you talk me into this," said Spider-Man as Mary Jane Watson stood right next to him on the sidewalk. "Why are you doing this again?"

The red haired girl sighed. "Well as I told you, I need to do this for my filming class. I have to follow around a famous celebrity for a day and chronicle what happens to him on film. I wouldn't have taken the stupid class if I didn't need the credit."

"Wasn't there another class?" asked the wall crawler, as he stuck to the wall.

"Well by the time I got to sign up, all of the classes were taken," replied Mary Jane, as she sat down on the bench and held her camera. "This was the only one left. It's not a bad class, it's just, why did we have to do this project in the middle of the New York Winter?"

"Well that's what you get for procrastinating," commented Spider-Man.

The girl smiled in a dry manner. "True."

"You had to choose a famous person," said Spider-Man. "Why me?"

"Well, you are kind of the most famous person I know," commented Mary Jane as she snickered as she could just imagine the look that would be on . "Plus a day in the life of Spider-Man could actually make me pass that class. I do want to graduate. Another year of high school and I might go insane."

"You know, you didn't have to go back either," said Spider-Man as he peered right from his window.

"No, its really fine, Pete," whispered Mary Jane. "Only five months until graduation, I can handle myself. Words can hurt, but if I keep my head low, I should be fine. They're not making it easier but one day at a time."

"Seriously, why me?" asked Spider-Man.

"Why not you?" countered Mary Jane. "Everyone else wanted to do broadway stars and models and D-List celebrities that have a reality show and are only famous for being famous. I wanted to do someone with actual purpose."

"I see," said Spider-Man in a slow voice. "Some hero, but why not Iron Man or someone like that?"

Mary Jane laughed at that. "Oh that'd be a real charming project. Let's follow around Tony Stark for a day. See him slack off in board meetings, try and hit on everything with a skirt, and have him cause massive property damage in his armor."

She laughed before added as an afterthought. "That'd get me kicked out of class."

"Wait, Tony Stark is Iron Man?" asked Spider-Man.

"Yeah, he outed himself…I think it was when you were dealing with the gang war or maybe the spider thing," she replied. "So far not even a bank robbery but the day's still young."

Spider-Man looked to the side. "No MRD either…and you see why I think this isn't a good idea. The MRD are after me, M.J., you could get shot at…"

" _Wouldn't be the first time," thought Mary Jane to herself._

"Hey, if something happens, at least I'm going to get that on film," said Mary Jane as she thought. "The grisly demise of Spider-Man that would get me an "A"

"M.J.," gasped Spider-Man in a horrified voice.

The girl laughed. "Relax, I'm just kidding."

Spider-Man just shook his head.

"You really need to lighten up a little bit," said Mary Jane. "You and Gwen and…well everyone, I think. Then again how the world is…"

"Yeah everything's bad, but still got to do the Spider-Man thing," said Spider-Man, as he watched. "No screams of terror yet. This could be the dullest project ever."

"I would have to pick the one day that someone doesn't try and kill you," muttered Mary Jane. "And after all of the trouble I went to get Gwen to agree to this."

"She'd be here right with us right now," said Spider-Man. "She had to tutor Kitty in history…man talk about the blind leading the blind."

"What do you mean?" asked Mary Jane.

"Second Year History was Gwen's worst subject," said Spider-Man. "But we're trying to get Kitty through her classes at home, because her parents weren't too happy about her having to drop out of Midtown. Jean, Gwen, Logan, and I had to pretty much talk them into it."

Spider-Man paused before he continued. "Jean managed to convince them in the end. They were about to send her to some school in Massachusetts."

Mary Jane just nodded and drummed her fingers, as she held her camera and shifted in an impatient manner.

"Aunt May move back in," muttered Spider-Man. "I feel bad about just leaving her alone, but Doctor McCoy added some security and she has a communicator to the X-Men in case the MRD or the Friends of Humanity or anyone try something."

"She'll be fine," said Mary Jane. "My aunt's keeping an eye on her too not that she needs it."

"I still worry," muttered the wall crawler.

The redhead nodded and just shifted as she watched the nothing that was going on.

" _Yeah, way to go M.J., the one day nothing happens, is the day you have to pick," thought the red haired girl._

At that moment, a loud scream echoed right in the distance just as the spider sense was triggered.

"Well, looks like you might not be…." started Spider-Man but his eyes looked up and widened, as the citizens ran and panicked.

Mary Jane looked up, with an equally baffled expression. "Is that…a giant turtle?"

"I'm afraid so," said Spider-Man in a dead pan voice as he prepared to go against the latest menace. "Get your camera ready. Make sure you capture my blood soaked corpse if it comes down to that."

Mary Jane just frowned.

" _Gwen would kill me in my sleep if something happened to Peter," she thought as she aimed her camera as Spider-Man moved right into the action._

The giant turtle turned around and began to stomp right around, but Spider-Man clung right to the wall.

"Hey, the pizza parlor's down the street," said Spider-Man but the turtle breathed fire at him.

The wall crawler dodged the attack. With a cling, the web head flipped right off of the wall. With a launch, Spider-Man threw himself right at the turtle, but it turned. The wall crawler bounced right off of his shell.

"Okay, let's try that again," said Spider-Man as he swung right in but a second time, he was knocked right for a loop onto the building. The third time was not the charm, as Spider-Man's web line was snapped right out of the air.

" _Time to switch tacts," thought Spider-Man._

The reptile moved forward.

"Hey, fish breath, I'm over here!" taunted Spider-Man as he taunted the turtle. "That's it, I'm right over here, here I am, come on Donatello, come this way."

The beast continued to rumble right towards him but it looked up at an electrical wire.

The turtle reached up but an electrical zap had caused it to light up before it disappeared. Spider-Man clung to the building and looked around.

"Curious," muttered Spider-Man as he dropped down, as Mary Jane moved over.

"Are you okay?" asked Mary Jane.

"Fine, okay my ribs are a bit sore and my spine and my ego," said Spider-Man as he got up. "Nothing but a really big and solid hologram."

"Well hologram or not, I got the entire thing," said Mary Jane with a shrug. "So any idea who sent him after you?"

The web head looked right off into the distance. "It could only be one person. It was that marauding maestro of masterful menace, Mysterio."

"Oh, nice alliteration," said Mary Jane. "Now could you say that one more time, and for the camera?"

Spider-Man just stood and arms were folded.

"So how did you know?" asked Mary Jane.

Spider-Man paused. "Elementary, my dear Miss Watson."

He held his hand up and proceeded to explain his reasoning.

"The cinematic nature of the attack, the fact it was wildly overblown," explained Spider-Man before he paused and pointed. "And the fact that there's this giant billboard with Mysterio's face right in the middle of Time Square."

Sure enough, they both were looking at a large billboard with Mysterio's trademark fishbowl on it.

"Got that one," said Mary Jane. "So now what?"

"I hopefully track down Mysterio and this little project ends with Mysterio being sent to Ravencroft," said Spider-Man. "

" _I just wonder what Mysterio's plan is this time," thought Spider-Man._

* * *

"It jshould be quite elementary what my plan is!" cried Mysterio in his overblown manner. "You see my schemes require sufficient funding and I am running rather low. So I need to drum up some new streams of revenue. My latest creation will put ample funding into my pocket."

A group of henchmen looked at Mysterio. "Boss, what does it do?"

"Try and follow me, you nursery school drop out," said Mysterio as he held out a modified camera tube. "This little device is a holographic projection modulator. It can take any two dimensional image and project it as a three dimensional hard light hologram. I can command said image to attack anyone."

The thugs just looked at each other and nodded.

"I have become quite disturbed about the recent changes in the cinema industry," said Mysterio. "Especially the genre of comic book based movies that have infected the world. These movies are the lowest form of art and must be squashed. They are the bane of the existence of any self respecting artist!"

Mysterio was not done with his rant.

"The genre of horror movies is one that also has been corrupted by Hollywood. Vampires have all been ruined. They are creatures of the night and to feast upon the blood. They do not sparkle like diamonds in the sun."

The criminal paced back and forth, as he took a breath. "I was booted out of the industry but I will have my revenge, when horrific monsters are a more compelling story than a bunch of super heroes."

"What about Spider-Man?" voiced one of the thugs.

"Yes, I had intended for him to get involved, the giant turtle was sufficient to get his attention," said Mysterio. "He is the anti-thesis of what I stand for. Therefore, his defeat will be the grandest cinematic triumph of them all. The city will be ransomed and Spider-Man will be nothing but a cut scene."

The cape fluttered as Mysterio held his weapon.

"Prepare yourselves!" bellowed the Master of Illusion. "The next stage of our plan will commence. Everyone get in their places!"

The thugs all scrambled right into place, as they watched their boss prepare for the next stage of his plan.

* * *

Spider-Man swung right around, as Mary Jane followed right behind him.

"Spider-Man is on the hunt for one of his greatest enemies, Mysterio," whispered Mary Jane. "He's fought the former B-Movie director multiple times before. Spidey was even a star in the cult classic, the Space Archnoids from Outer Space."

Spider-Man stopped. "Cut, cut, cut."

Mary Jane shut off the camera.

"What?" asked Spider-Man. "You…"

Mary Jane looked at him. "Hey, you were the best actor in that entire movie."

"That's not a compliment," muttered Spider-Man. "If I have had a chance, I'm going to destroy every single copy of that movie."

"Might be hard, it's floating around on the Internet," said Mary Jane in a sympathetic voice. "Just think, they might make some kind of Spider-Man movie one of those days."

"Yeah, and maybe a Broadway play," added Spider-Man in a dead pan voice. "But…Mysterio, he should be around here somewhere."

The moment was silent, as a loud roar echoed right around Spider-Man and Mary Jane took a step back, as a giant gorilla stomped right through the city streets of New York City.

"Yeah, I'm going to stand back right about now," said Mary Jane as she moved safely out of the light. "I don't think I want to see the top of the Empire State Building up close."

The camera was on once again, as Spider-Man shot right into the sky, ready for action, but he stopped.

Then he swung to safety and began to shoot miniature balls of webbing right in the face of the gorilla.

" _All these large creatures, almost like Mysterio's compensating for something," thought Spider-Man. "What I wouldn't want to give for a really big crate of bananas right about now?"_

The gorilla continued to chase Spider-Man as civilians scattered. The web slinger continued to dodge and evade the attack but he was smacked right down once again.

The wall crawler rolled over right onto his back and winced.

"Hey King Klutz, I'm over here!" called Spider-Man as he pulled himself right up outside of Justin Hammer Casino. The gorilla lumbered right over to Spider-Man and smashed its way through the doors, and knocked Spider-Man backwards right through the open door as everyone scattered.

A zap echoed outside, as the gorilla had hit the power breaker and disappeared. The web slinger sighed, as he was slumped against a slot machine.

Mary Jane moved in to get a better look. She saw Spider-Man slumped against the machine, with the word Jackpot flashing right in the background and a stuffed tiger rested on his head.

She could not help herself. "Well face it tiger, you just hit the jackpot."

"Yeah, I guess," muttered Spider-Man. "I might have also hit my head to."

Mary Jane paused before she took out a slip of paper. "I noticed something on that billboard with his face on it. Numbers, they were written right on the bottom of it. But I don't know what they mean."

Spider-Man took the numbers and studied them rather intently.

"Code," muttered Spider-Man. "Mysterio's arrogant, he can't resist putting foreshadowing into his little schemes. He just pointed me right to his hideout."

"Could be a trap?" asked Mary Jane.

"Yeah, it's a trap," agreed Spider-Man but he looked and pondered. "If only I can figure out what old bubble head's up to…"

"Greetings New York citizens and a special hello to a certain wall crawling menace!" declared Mysterio over the loud speaker. "By now some of you have gotten up close and personal with my little friends. That was only a sample of what I can do to this entire city. Even Spider-Man will not be able to stop their rampage."

There was a dramatic pause.

"I will cut to the chase, the entire world has disrespected me for the final time!" shouted Mysterio. "I will stop the attacks but for a price. A tribute of five hundred million dollars is to be delivered to my men at a designated location! I will return with further information and I dare Spider-Man to try and stop me. This will be his final curtain, his waterloo! All shall fall at the might of Mysterio!"

The voice echoed throughout the city as Spider-Man remained in the shadows.

"Well, time to get Mysterio," said Spider-Man, as Mary Jane looked at him. "It will be faster by the air."

"Are you sure?" asked Mary Jane in a tentative voice. She was not a big fan of heights based on a couple of things that happened when she was younger.

"Trust me, I won't drop you," said Spider-Man, as Mary Jane tentatively put an arm around his waist. "Oh and don't look down."

Mary Jane sighed but she held on tight.

" _It's a good thing I ate a light breakfast," she thought, as Spider-Man was up in the air as she swung. "Not as bad as I thought, but…how does he go this fast?"_

* * *

"Found it," whispered Spider-Man in a triumphant voice as he peered right through the window, as Mary Jane regained her footing.

"Yeah, this should be the place alright," whispered Mary Jane. "So…"

"If I'm not out within fifteen minutes, call for help," said Spider-Man as he turned around. "You can get it right through the window I think. Might need to be touched up a little bit."

The girl held her camera with a steady hand as she watched Spider-Man move right into the hideout.

Mysterio turned around, with a sadistic smirk on his face as he placed his helmet over his head.

"In a few moments, I shall continue my demands and if the city does not fund me, then the property damage will be much more," said Mysterio but he looked up, as he saw Spider-Man crawl on the ceiling. "Ah, Spider-Man, I was wondering when you would blunder right into my trap."

Spider-Man jumped right down to face Mysterio. "So, what's your game this time, Beck?"

"Those fools mocked me for the last time!" yelled Mysterio in his boisterous voice. "These comic book movies glorify people like you to the general public…"

"Really, that's what you're all uppity about?" asked Spider-Man. "I mean, sure some of them can get a bit weird, but really, most of them are good and mostly based in the real world as well…"

"They are useless marketing gimmicks and pander to the mainstream!" yelled Mysterio. "Most of those fans never bothered to pick up the source material. And the science fiction movie genre and the horror movie genre are both far superior to any little comic book movie."

Spider-Man moved to face Mysterio as he waved his hands. "Well, whatever your problem is, you're hurting innocent people, so got to shut you down."

"You cannot stop me, you maverick of the mediocre!" cried the Master of Illusion as he waved his henchmen in but Spider-Man fought them and dispensed with them rather quickly. "Useless, as always, Mysterio holds the trump card!"

Mysterio pointed his holographic light projector at a poster and several sadistic looking birds came to life, and began to dive at Spider-Man.

" _Great, I'm being attacked by angry birds," thought Spider-Man, as he dodged as he was pecked at. "Oh, that's going to leave a mark…"_

"Hey, Hitchcock, call off the birds," said Spider-Man as he dodged each and every direction as they continued to dive bomb him.

Spider-Man dodged the birds. Two lines of webbing latched onto the birds and threw them right into some wires. The birds disappeared, as they were jolted with bursts of energy.

"So you discovered the weakness for the holograms!" shouted Mysterio, but he held a remote control device and the floor opened right where Spider-Man stood, as a metal box appeared right around him.

Spider-Man struggled, as only his head was visible through a small hole in the box.

"As always, I am one step ahead of you, Spider-Man!" yelled Mysterio as he heard Spider-Man struggle. "This end will be priceless."

The Master of Illusion stood and pondered. "I can't decide whether or not if I want to chop off your head or merely shoot you in the face."

"Take your time," grunted Spider-Man as he tried to fight his way out.

"Hey, boss, we found this girl snooping around outside with a camera!" yelled another thug, as two others dragged Mary Jane inside. "Should we use her for target practice?"

Spider-Man doubled his efforts to get free, frantic.

"Not yet," said Mysterio as he looked at the girl. "Who are you…"

"Mary Jane Watson," said the girl. "I'm…doing a school project for my film class…"

"Ah a noble endeavor," concluded Mysterio as he looked at her. "Tell me the details of your project."

Mary Jane paused. Then she answered. "I was following Spider-Man around…to film a day in his life…"

Mysterio put his hand up and looked at her. "Spider-Man, bah, I can give you a real captivating person to do your project on. Today is your lucky day, Miss Watson. You will receive top grades in your class, when you present your documentary on how Mysterio had his ultimate triumph over Spider-Man."

Mary Jane looked right over Mysterio and saw Spider-Man trying to get himself free. She let out the breath.

"Give her some space and let the girl do her work!" ordered Mysterio.

"Yeah…well you're a part of today's events just as much, I mean it was your scheme that brought Spider-Man here," said Mary Jane in casual voice. "I'm not quite sure how you did it though…"

"Yes, many cannot fathom the brilliance that is my work," said Mysterio as as he turned his full attention to the camera and away from his captive prey. "I created an invention that would capture any two dimensional image and project it as a three dimensional solid light hologram. These creatures were off of posters, enhanced for the viewing pleasure of the city."

The girl steadied the camera. "What's your motivation?"

Mysterio paused as he remained reflective and then continued to play to the camera. "I had ambitions to be a great actor, but I was unable to get any work due to not having the right look. I moved to directing where I shined. Then the industry changed and my way of doing things were not considered progressive enough. Those fools hide behind their CGI effects and high dollar overpriced actors, and don't get me started on the 3D craze that has infected the world of cinema. They do not have the heart. These fools will understand who the gets top billing."

"Right, that's a very interesting…um reason," muttered Mary Jane, as she saw the box pried open. "Could you move just a bit more to the right? I can get you a bit better that way."

"Oh, certainly," said Mysterio. "Each and every time, one meddling child foiled my plans. Mary Jane Waston prepare to get on camera my ultimate triumphant. The end of Spider-Man!"

The Master of Illusion turned right to the side and saw the box was empty. His thugs were strung upside down by webbing.

"What?" asked Mysterio as he turned around right into a somersault double kick to the face. Mysterio flew right down to the ground and landed rather hard.

"This, Beck," said Spider-Man. "You just couldn't keep your mouth shut long enough to kill me, could you?"

Mysterio clutched his fists. "You might have escaped Spider-Man…"

"But I will still cause your end, insect!" mocked Spider-Man in a really bad imitation of his enemy, as he swung Mary Jane out of the way before he returned to the battle.

The two enemies circled each other. Spider-Man sent a line of webbing but Mysterio dodged. Mysterio reached into his cape.

"My holographic projection modulator?" muttered Mysterio.

"Looking for this?" taunted Spider-Man as he held up the device.

With a simple movement, he crushed the weapon in his hand.

"NO!" shouted Mysterio as he held up his hands. "No matter, I still have…what…I can't be…"

An illusion flickered to light but completely shut down.

"That five hundred million dollars really was needed, wasn't it?" asked Spider-Man as he knocked Mysterio down with a kick. "You blew the rest of your money on your little toy. You don't have anything left, do you?"

Mysterio reached around for anything that he could use on Spider-Man.

"NO! I CAN'T GO DOWN LIKE THIS! I WON'T! I REFUSE TO!"

"Well, it's not like you have much choice in the matter," responded Spider-Man in a dry voice as he sent a triple line of webbing and wrapped Mysterio up. His thugs were all down and secured.

"No, disgraced, ruined, I can't be like this," ranted Mysterio. "You just see Spider-Man…someday…someday…"

"You're all washed up Mysterio," said Spider-Man and a loud scream indicated that Mysterio did not take that one kindly at all.

Mary Jane stood in the shadows and looked at the camera.

"A Plus for sure," muttered Mary Jane.

"You deserved it," said Spider-Man. "You were awesome keeping Mysterio talking like that."

"Well it wasn't that hard, guy was a sucker for the camera," she replied with a smile. "Lucky he didn't run my battery down."

"You did good," said Spider-Man. "I better clear out, before the MRD shows up…"

"Right, catch ya later," whispered Mary Jane but Spider-Man was already out, as she watched the Ravencroft staff move right in.

"Make sure Beck's not a robot or a hologram or some kind of stunt double this time!" barked the lead officer.

"I can't…no…no…washed up…no…defeated," muttered Mysterio. If he had not been webbed up he would have rocked back and forth right about now.

Mysterio was stripped of his costume and strapped on a stretcher.

"SPIDER-MAN, YOU HAVEN'T SEEN THE LAST OF ME!" cried Mysterio. "I WILL RETURN AND YOU WILL FACE…"

Mysterio's rant was cut off as he was sedated and loaded in the back of a van.

"Quientin Beck or Mysterio, has been returned to Ravencroft," narrated Mary Jane. "I guess we'll see whether he gets actual help this time or returns at a later date worse than ever."

She took a breath and continued. "And the Spectacular Spider-Man vanished into the night, as he continues to be hunted by the MRD for the crime of who he is. Yet, who is he really?"

She paused to give future viewers a moment of thought.

"He may just be the city's most dedicated hero, even if his powers may be a bit weird. It's not my place to say, but the footage speaks for itself. Selfless, noble, brave, a…among other attributes, that is who Spider-Man is. And that's why it was an honor to follow him around."

Mary Jane shut off her camera. Now she would actually have to edit the blasted thing into a halfway decent project.

* * *

Mary Jane sat at her laptop as Gwen and Peter sat right on a couch at the other side.

"So what do you think?" asked Mary Jane as Gwen looked at it for a bit.

"I like it, I think it captures who Spider-Man really is," said Gwen after a moment's thought. "And you made sure that Peter came back safe and sound. Beck really can't shut up, can he?"

"And the best part is something bad and cliché didn't happen like my camera busting or my battery dying," added Mary Jane. "Yeah, thanks for trusting me on this Gwen, I really don't want to have to take any more high school than I have to."

"Hey, Pete trusted you and…I trust his judgment," said Gwen.

"Yeah, you did play no small role in bringing Mysterio down," added Peter.

"I just kept him talking," said Mary Jane. "It wasn't that hard."

She just placed the disc that contained the project in a safe folder.

"So bad guy's caught, you're here…both of you," said the blonde haired girl.

"Yeah, if something happened to Pete, you'd kill me in my sleep, wouldn't you?" asked Mary Jane.

"Oh don't be absurd, I wouldn't kill you in your sleep," said Gwen before she concluded in a completely serious voice. "I'd make sure you were awake so you could feel it."

Mary Jane remained frozen but Gwen and Peter exchanged a look and laughed.

"It was a joke," said Gwen as she could hardly keep a straight face.

Peter could not resist to add. "Yeah M.J. you do need to lighten up just a little bit."

"Oh, I deserved that one," said Mary Jane with a smile as she watched the happy couple as she packed up her stuff.

" _Someday, Mary Jane, you'd find someone like that."_

Gwen watched Mary Jane leave. She had to admit, at first, she did not quite know what to make of Mary Jane Watson.

She seemed so shallow, and seemed to not take anything seriously. The type of party girl who reminded her of those who thumbed their nose down at academics and poked fun at her when she would rather have a chemistry set than a new pair of shoes.

Yet, perhaps that was her intention. There was something deeper.

"She's…more than we thought at first," muttered Peter.

"Yeah," agreed Gwen, as the young woman leaned over on his lap and straddled it. "She's gone now and everyone else is in the Danger Room."

A smile appeared on her face, as she leaned in closer. "We're all alone."

Peter smiled as he met his girlfriend in a kiss. Then Gwen shifted slightly and whispered in his ear.

His spider sense was tingling so to speak.

What happened next was none of anyone's business but their own.


	91. Enchanted Part One

**Chapter Ninety One: Enchanted Part One.**

Spring was right around the corner in New York City, even though the weather had already arrived and warmth filled the air. Many people were happy about not having to dig themselves right out of the snow.

At a table right in the brand new shopping mall sat a group of young people.

"At least we got a halfway decent mall," said Mary Jane.

"No kidding," agreed Gwen as she shook her head. "The Roderick Kingsley Superstore really doesn't invite a very cheerful atmosphere especially considering the day."

Rogue nodded. "Yeah, isn't that right, birthday boy?"

The now eighteen year old Peter Parker sat right at the table, right next to his eighteen year old girlfriend Gwen Stacy. They were both now officially adults in the eyes of the law, well Gwen had been for a few months already.

"Yeah now an adult, well officially," said Peter. "Some might disagree."

"Hey, only another month before I'm sixteen," said Kitty. "And you know what that means?"

"Clear the road," muttered Logan as he sat off to the side, arms folded but Kitty just looked at him. Logan had been drafted into keeping an eye on this group, given the rest of the X-Men were in Russia right now, checking on a new mutant signature.

Kurt could not resist putting in his two cents in, his image inducer having cloaked his more standard form. "Well, her driving has to be a lot better than her cooking."

"Hey, I'm getting better," said Kitty in a defensive voice. "I actually didn't make anyone throw up this time."

"No, just from the other end," said Bobby with a shudder as he looked around.

"Well if I need projectiles to throw at the MRD, at least I have an in," muttered Peter, and Kitty got sulky. "Hey, listen, you'll get better, you just need to get a little less ambitious. Just take your time."

Kitty smiled as she looked at Peter. He really was a good friend.

"So, what did you get Peter for his birthday?" asked Mary Jane to Gwen as Peter was preoccupied with talking to the others.

"I have to give him his present in private," muttered the girl with a grin.

"Well you're not the only one who would like to give Peter some kind of present in private," whispered Mary Jane and Gwen just looked at her. "Don't feel any pressure, he's into you, you have nothing to worry about."

She looked at Mary Jane. "Yes, I know."

It did take an extreme amount of trust to be in a relationship with someone like Peter Parker. Especially considering that he seemed to attract a great deal of female attention, for the same exact reasons that Gwen fell in love with him.

Yet, she was only human, and was prone to be a bit insecure at times.

It also weighed heavily on her that if she did something to hurt Peter, there was a rapidly growing line of girls who would both make her regret it and do what they could to comfort him.

She did once before with the Black Cat, where she jumped to the wrong conclusion. Gwen felt like an awful person for a while but they had gotten beyond that.

"Earth to Gwen, anyone home?" asked Peter.

Gwen shook her head. "Yeah just thinking…about us."

"I do all the time," said Peter, as he leaned over and gave her a kiss.

"Must you do that now," muttered Rogue, but she shook her head.

" _It'd never work anyway," thought Rogue. "Just forget about it."_

"Sorry, I forgot," said Peter. "Rogue, listen, one day, you'll get a hold on your powers better. It's just going to take a while, it must be frustrating."

"You have no idea," said Rogue but she had a slight smile.

"My powers aren't exactly the safest, I've got to be careful with them to and I've made some mistakes," said Peter. "I controlled them and you can find a way, even if it takes a while."

The mutant looked at him. "Yeah, thanks, it's just hard."

She stopped herself from hugging her friend. She had been a few inches off of the chair before she sank back down.

" _Gwen better appreciate what she has," thought Rogue._

"Okay, seriously, how do you do it?" asked Bobby.

Peter was confused. "Do what?"

"It," said Bobby. "How do you know the right things to say without getting smacked?"

"Yeah, I think we'd all like to know that," said Kurt.

Peter was spared the answer by a loud squealing sound right in the distance, which caused everyone to sit up and take notice.

"So what's with the squeeing fan girls?" asked Mary Jane as she broke the silence.

Gwen looked forward, as she saw a long line approaching right in the distance. "Some kind of line I think, for something…"

"Oh my god, oh my god, oh my god, I forgot today was the day!" yelled Kitty as she nearly lost her head.

"Today, is what day?" asked Kurt.

"Yeah, please tell us less enlightened people what's going on," added Rogue.

The dark haired girl practically was hyperventilating.

"Kitty it's called breathing, you might want to try it," said Peter. "I hear it's conductive to living."

"March 15th, today, besides being Peter's birthday, is the day that…" started Kitty before she caught her breath. "Alison Blaire, she's having an autograph signing right here!"

"Oh, that's it," said Gwen in a bored voice.

"Yeah, I can't believe that someone would make such a fuss out of something like this, just a pop star," said Rogue.

"Hey, she's more than just a pop star," said Peter. "She does all kinds of things…"

"Yeah," added Kitty. "She really takes the time to answer all of her fans when they write to her on Facebook and Twitter, she does a lot of stuff with Make a Wish, and her music is brilliant."

"Well she might do those things, but they'd…" said Gwen but she caught herself before she said that she thought it reeked of a publicity stunt.

"Well she's pretty hot," agreed Bobby. "Even if her music is well not that good."

"Her music is perfectly fine," argued Peter.

"How would you know?" asked Bobby.

"Guilty pleasure," muttered Peter as he shifted.

Gwen just sighed. She loved him but there were certain things about Peter that she would never get.

"I can't believe that you of all people would listen to that bubble gum pop," said Rogue as she shook her head.

"Have you ever heard any of it?" asked Peter but Rogue just refused to answer.

"Well you've heard enough of it, seriously, you just got knocked down cool points," said Bobby.

"Yeah, well what about some of the things if your DVD collection, Bobby?" asked Kitty and Bobby opened his mouth and shut it. "Exactly, and at least Pete's got good taste."

"What do you think about this?" asked Gwen as she looked at Mary Jane.

"I'm not getting involved," said Mary Jane as she shook her head.

"I don't get why you're making a big deal about this," said Logan.

"Oh, music is very serious business," said Mary Jane.

"Teenagers," grumbled Logan as he shifted away.

Gwen turned to him with a frown. "Some of us are adults."

"Matter of opinion."

"I don't really get it either," said Kurt.

"I so got to get her autograph," said Kitty, as she stood up but caught a glimpse at herself in the window. "What was I thinking when I put this on? I can't wear this, no way, I can't meet her in this, I'd look like…"

"Kitty, you look fine," said Peter.

"No, I'm not fine," said Kitty as there were snickers. "Pete, could you do me a big, big favor…"

"You want me to get you her autograph," prompted Peter and Kitty nodded, as she gave him the puppy dog eyes. "Okay, I'll do it."

"Thanks, Pete, you're the best," said Kitty as she hugged her friend but then pulled away.

"Send a search party if I'm not back in a few hours," joked Peter as he moved off.

"Seriously, how does he do it?" asked Bobby.

Kitty just rolled her eyes. "It's called being a nice guy, something you should take a few notes away."

"Yeah…he's really got that charm," said Rogue with a smile. "I don't know how he does it…but he does."

"He does," said Gwen, but she smiled in spite of herself.

" _Gets it from his old father," thought Logan. "Not sure if that's a compliment or not."_

* * *

At a table in the front of the mall, a seventeen year old girl with bright blue eyes and strawberry blond hair dressed in a white shirt and blue jeans, and black boots. Hooked to her belt was a small pendant that resembled the face of a certain web slinger. Her name was Alison Blaire.

"So what's your name, sweetie?" asked Alison with a smile as she looked at an eight year old girl who shyly looked around at her as she clutched a little Spider-Man plush doll.

"Anya," said the girl as she hid her face.

"It's alright," said Alison in a gentle voice. "You're a fan of Spider-Man too."

"Yeah," said the girl as she gained a bit more confidence at her. "A lot of kids made fun of me because I liked him because they said he was a no good…mutant."

Alison maintained eye contact. "Spider-Man's neat, he's a true hero. Don't listen to those kids, they don't know…Spidey's really the best. The fact he keeps saving people, despite everyone trying to hunt him down…that really speaks for what kind of a person he is."

" _And he fills out that costume so well," thought the girl. "Of course that's more of a bonus. Still, he's got to be a total hottie under that mask."_

"Here you go, Anya," said Alison as she took great care to sign an autograph picture. "It was nice meeting you."

"How much do I owe you for the picture?" asked the girl's mother.

"Free, I don't charge fans," said Alison who looked crestfallen at the very thought and her agent who sat next to her had rolled her eyes.

"Dazzler, you know, these people would pay a lot for photos of you," muttered the agent in her ear.

"We've had this discussion before," said Alison in an undertone. "And I'm not having it at an autograph signing."

"Your pro Spider-Man and mutant stance really is hurting your image as well," added the agent. "People are starting to wonder about you, and you could speed up the CD productions, perhaps add a little bit them…"

"I'd be cheating my fans if I did half of the things you said," said Alison. "I wouldn't be anything without them."

The agent just shook her head as she watched the girl. She had no desire to sit here for hours on end, as Alison took the time to speak with her fans.

Alison thought of the threats that she got from the Friends of Humanity because she refused to back down on her beliefs. She got a lot of support, but many were scared to speak out.

The pop star leaned back. Granted at these signings she would get all sorts of fans. There were a lot of normal fans. There seemed to be a lot of jocks who were "getting an autograph for their sick cousin/brother/sister." She got a few marriage proposals but she took them in stride.

Sometimes you had to take the bad with the good.

"Are we going to wrap this up today?" asked the agent.

"When the last fan's gone," said Alison. "You're free to leave if you want, I can handle this myself."

"Call me if you ever get done," said the agent.

Alison watched her leave and was not too broken up to see her go.

The line moved on for some more time.

"Hi and what's…" started Alison but she got tongue tied for a second when she saw the boy right in front of her.

" _Oooh, I'd like to have a private autograph session with him…calm down Blaire, he's just a boy, a really cute boy, but a boy and a fan. Just keep it cool."_

"Sorry, it's been a long day," said Alison as she looked at him. "And you are…"

"Peter Parker," said Peter.

"Nice to meet you Peter," said Alison as she shook her head.

"My friend, Kitty, she's….a bit terrified about seeing you," whispered Peter as he leaned in close. "And she really wants your autograph and I'd…I'd want one."

The pop star managed to unfreeze. "Yes…I'll get you an autograph, both of them."

"Thanks a bunch, Miss Blaire," said Peter.

"Nonsense, Peter, call me Alison," said Alison as her hand shook slightly when she signed the autograph but she steadied it.

"I'd take them back right now, I just hope I can get back through that crowd," said Peter.

The girl looked and looked at the crowd. "You don't have to go back right away…you can sit here, right on me…right beside me, there's a chair right here."

"You don't have to," said Peter.

"I'd feel really bad if something happened to one of my fans, I'm sure your friends will understand," said Alison as she practically pulled Peter over.

"Well I'd hate for something to happen to me on my birthday," said the boy.

"Oh, it's your birthday, how old are you?" asked Alison.

"Eighteen."

"Happy eighteenth birthday," said Alison with a genuine smile.

Peter looked at the girl as he sat down and watched her sign more autographs.

" _She's a nice person, really she is. Very friendly, I don't know why she's so nervous to meet me of all people."_

* * *

Right outside of the shopping mall, an energy portal opened up. The golden haired woman named Amora the Enchantress arrived as she looked at the landscape with disdain. The large dark haired man right behind her held a large axe.

"Primitive," she muttered with absolute disdain. "The Trickster said we should cause enough damage to get Thor's attention."

Skurge the Executioner just grunted as he clutched his axe but did not say one word.

"Let us not delay," said the Enchantress as the two threats moved into the mall.

* * *

"So, I noticed your pendant," said Peter in a slow voice.

"Yeah, I'm a huge Spider-Man fan, but can you really blame me?" asked Alison as the line had slowed down. "I mean…he's really something. And he's inspired me."

Peter looked at her, curious. "How did he inspire you?"

She paused before she continued. "I struggled for years, and my critics really bashed me hard. I had people wanting me to be something that I'm not. It was hard but I saw Spider-Man out there each and every day. No matter what, he fought to save the day, every time. Even if it put his own neck on the line, he still fought. He gave a hundred and ten percent, even if it looks hopeless."

Alison just smiled. "If he could go out there and put his best face forward, why couldn't I?"

"He doesn't have it as easy as you might thing," said Peter.

"And that's what makes him so great," said the pop star. "Each and every day he goes out there and fights. No matter what people say about him. No matter how many people bash him for being a criminal, a vigilante, or hate him because he's a mutant. He's a hero and he's inspired me to do better, to be true to myself and to appreciate those who really matter."

She just looked off into the distance and continued to sign autographs. She decided to keep her little secret, a secret for the moment.

"Line looks like it's clearing down," said Peter. "Alison it was really nice meeting you…but my girlfriend and the rest of my friends might start coming for me."

The word girlfriend hit the pop star.

" _Well of course, he wouldn't be single, someone like that would have to have a girlfriend, silly girl."_

"Yeah that would, just…nice talking to you for a while," said Alison as she shrugged. "Let me get your autographs for you and your friend and…"

Peter smiled. All things considered, his eighteenth birthday was shaping up to be a pretty good one.

Loud screams echoed right in the distance and Peter felt a buzzing right in his head.

" _Spider sense, what now?" thought Peter._

Alison sat, rigid as she looked and heard the screams of terror.

"I better go…see what I can do to help," said Peter.

"Wait, you can't go out there, you'll…" she said but she watched as Peter had disappeared right into the crowd.

Right in the distance, the Executioner had caused people to panic and scramble, as Amora just looked out, with disdain.

"These citizens of Midgard panic easy," said Amora as she looked up at a noise.

"No, I'm pretty sure it's just because of that tiara you're wearing."

She looked up and saw a figure clung right to the ceiling above them. The Enchantress looked amused at the garb worn and smirked at the absurdity. "What matter of creature are you?"

"Just your friendly neighborhood Spider-Man," said the wall crawler as he swung down and faced the two mysterious enemies.

"Executioner, crush him," ordered Amora, as Spider-Man dove right into the grasp of the big man and was tossed right to the side through a wooden display with a loud thud. "Well that was amusing entertainment, now onward…"

Right at that moment, Spider-Man rejoined the battle and was now on top of the Excutioner's head. He placed his hands over his eyes.

"Guess who?" taunted Spider-Man as the large man was unable to reach Spider-Man.

"Petulant pest," said Amora with disinterest as she blasted Spider-Man right off of his head and the web slinger spiraled right down to the ground. "Now, where were we…"

"Darlin', you were just leaving," said Logan as he stepped right up, claws bared.

"Another would be hero," remarked the woman, as the Executioner charged the mutant. Claws met at axe, as it was a battle but the Executioner was just stronger.

Wolverine found himself tossed like a penny into a nearby fountain and he landed with a splash.

Nightcrawler appeared right on the top of the head of the Executioner, but then teleported right off in an instant. Executioner growled.

Amora turned to zap him but found herself engaged in a battle with Spider-Man once again.

"You just don't know when to quit do you," said the Enchantress, as she nearly blasted Spider-Man.

"Come on, right this way," said Nightcrawler as he waved his hand. "Just a little bit closer…"

The Executioner swung his large axe at the furry mutant. Nightcrawler vanished, and Skurge stuck his axe into the ground. Shadowcat tripped Skurge right into the fountain as Wolverine was yanked out by Rogue.

"Iceman, now!" called Rogue and the water was froze right around the Executioner and trapped him right in the pool.

The Executioner found himself trapped, but the ice had begun to crack as he tried to blast himself right out. He freed himself and continued to engage all of the X-Men at once. He swung his axe with a sadistic brutality.

Spider-Man flipped right in the air.

"If this is the quality of the hero Midgard has, then it really has declined further than I had believed," muttered Amora as she tried to nail Spider-Man with an attack. "Your speed is impressive, but you can't keep this up forever."

"Yeah, we'll see," said Spider-Man as he swung around. "I'm like that bunny, I just keep on going and going and…"

Zap and Spider-Man found himself right down on the ground.

" _Whatever technology that woman is using, it's insane. Either that or she's another mutant. I mean, what other explanation is there for it Feelings still right in my limbs, good, I can move my head, also good."_

In the foreground, Alison looked right into the distance, as she made sure a group of children got out of the door first. She watched, eyes widened, as Spider-Man fought with all of his might.

Her eyes widened in absolute terror, as she watched her hero, her inspiration get trapped in a field and look to be in immense pain.

" _Dazzler, think what would Spider-Man do? He'd save the day, regardless of how scared he is. But he can't…she's going to kill him."_

It was do or die time, as Alison pulled out her MP3 Player. She knew what she could do. The girl destroyed some valuable recording equipment when she discovered her powers.

Spider-Man found himself right in pain, as the Enchantress tried to rip him apart in absolute fury.

"Time for us to end this," whispered Amora.

A blast of light had knocked the Enchantress right off guard. She felt her vision be impaired for the moment, long enough for Spider-Man to break free.

Spider-Man knocked her right back for an instant. He looked over his shoulder and saw a large section of the ceiling begin to collapse from the feedback.

On instinct, he webbed onto the rafters, and swung over. He grabbed Alison right under his arm and swung her right out.

"Save the girl, like the foolish hero, when you could have finished me off," commented Amora with absolute disdain, as she held her hand up but the rest of the X-Men had showed up right at the moment. The Executioner staggered back right at the moment.

Nightcrawler turned to her. "You can't beat all of us."

"Perhaps, perhaps not, but we shall finish at another time," said Amora as she waved her hand.

Both enemies had disappeared.

" _Great, I have a broken nose right about now," thought Spider-Man, as he pulled up the bottom of his mask so he can breathe a little bit, as Alison clung right around his waist._

"Thank you, thank you, thank you," breathed Alison in an excited voice.

She moved in right out of a stupid impulse and kissed Spider-Man right on the mouth.

Needless to say, this caught Spider-Man completely off guard.

Right at the moment where Gwen Stacy showed up and she looked at the girl, eyes narrowed.

Alison broke it immediately, when she realized what she was doing and Spider-Man stood there, a bit confused.

"S-sorry," stammered the girl, as she scrambled off, embarrassed and Spider-Man turned to Gwen and opened his mouth.

"She kissed you," muttered Gwen. "I get it."

"You…" started Spider-Man.

Gwen just put a hand up. She learned her lesson after the Black Cat episode.

Of course, her anger was directed not so much at Peter.

* * *

Everyone stood right in the back table of the mall, now back in civilian clothes.

"Busted nose on your birthday," said Mary Jane. "That really has to suck."

"Well a broken nose has to suck, but I'll be back on my feet before too long," managed Peter as Gwen sat right beside him. "Gwen, about what…"

"Peter, I said she kissed you, I'm not mad at you," said Gwen, as she moved over and gave Peter a kiss. "How did that compare?"

"You're always number one Gwen," said Peter. "Granted, I've not been kissed by many girls, only four including you."

Gwen looked at him. "There was the Black Cat…the pop princess…me of course…who in the hell was the other one?"

At that point, Kitty Pryde became very interested in her fingernails as she shifted guilty.

She recalled it, and she was honestly shocked that Peter did. It was a spur of the moment thing. They had been dealing with a group who had held a group of children hostage with a bomb. They managed to disable it and Peter nearly got himself killed because of her stupid rookie mistake.

She was relieved he was fine and she kissed him. She realized what she was doing, but it was nice while it lasted. Awkward for a little bit afterwards, but Peter seemed to take her little impulse in stride.

For a brief second, she could have sworn that Peter was about to kiss her back, before he came to his senses, but that was her own stupid delusions making her think there was something more to that.

Besides, she was totally over Spider-Man.

A part of her wondered how she ranked in Peter's mind, next to Alison Blaire and the Black Cat but she felt guilty for such thoughts.

"What was with those two that attacked anyway?" asked Rogue.

"Nothing good," said Logan. "Something tells me that they were trying to get someone's attention."

"Just makes it worse then," muttered Bobby in a serious voice.

"I'm just trying to figure out what they're using, very advanced science," said Peter. "Or perhaps they're mutants."

"I don't know, it could be magic," chimed in Kurt.

"Don't be ridiculous Kurt," said Rogue as she looked at him. "I mean, magic, really? I'm going with Peter's other theory, they have to be mutants."

"Yeah, magic does seem a bit far-fetched," added Gwen.

"If you'd seen half of the shit I've seen, nothing would seem far-fetched," said Logan.

Kitty just looked at him. "Yeah, well some of our powers, they'd be magic to some other people. They're mutants…and the worst kind."

"What if they're something else entirely?" suggested Mary Jane but the others looked at her. "Just a thought."

"What else could they be?" asked Gwen. "Mystical gods from an ancient realm or something like that?"

Her scientific mind could not handle the magic explanation so she continued. "Come on, mutants or someone using some highly advanced science. Or they could be two new super powered threats manufactured by someone, just like Electro or Sandman or people like that."

"I'd buy that," said Peter with a nod.

At that moment, Alison Blaire had turned up. "Um hi, Peter, I'm so glad you're alright. I was worried something bad had happened."

She looked at the other members of the group. "Oh, I'm Alison Blaire, and you must be…the X-Men."

The group looked at her and some looked nervous.

"No, it's okay, really, I'm not going to call the MRD on you," said the pop star. "You see, I'm a mutant, just like you guys but…I'm here to drop off the autographed pictures for Peter and Kitty, in the confusion, he forgot about them."

Kitty took her photo and Peter did to, as Gwen just turned, arms folded.

"So, you're the girl who can turn sound into light, right?" asked Logan and Alison nodded. "Chuck said that you didn't want to join the school."

"Well…it's just that, I don't think I'm cut out for the hero stuff," said Alison as she looked at them. "I'm…I just wanted to do what I could do, I think I can help people in different ways…."

"And you do, all of the stuff you do is great," said Peter with a smile.

"Yeah, you were pretty good out there," admitted Rogue in a grudging voice. "You zapped that woman pretty good…"

"Yeah, and nearly got myself killed," muttered Alison.

" _And then proceeded to make a fool out of myself in front of Spider-Man."_

"Yeah, well you could have been a bit more careful," said Gwen in a casual voice.

"I know," said Alison but she looked at her. "Oh, you must be Peter's girlfriend."

"Yes, I am," said Gwen, as she slid right over. "We've been together for over two years."

"You must have something really special then," said the girl with a sad smile. "You two are really lucky to have each other."

Gwen nodded but she continued to look at the girl.

" _Yes, you know Peter is cute, you knew before anyone else did and he's a great guy. So others would be attracted to him and some aren't going to play nice, even if they pretend to be nice to your face. You hold a deeper and more emotional connection to him. But there's more of them, you got to really make sure to keep a tight grip on him. These girls are stronger and more long lasting. You're just a normal human. So you need to assert yourself. Let these girls know, even if you have to be a bit forceful to do it."_

The girl shook her head as she was a bit put off by her harsh thoughts. The stress of the day must be really getting to her.

* * *

Back on Asgard, Thor stood ready for battle.

"Lady Sif, I must ask of a great boon of you," said the Thunder God. "The Enchantress and the Executioner are up to their old tricks again and they have laid siege to a Midgard shopping facility."

Sif looked at Thor with a questioning look. "Thor, are you certain that this is not just a desperate plea for your attention again?"

"It is something more sinister than that," said Thor. "I cannot allow Amora to remain unchecked in that realm. She'll use her powers to cause untold havoc only for her amusement. I must depart to Midgard immediately."

Sif looked at him. "Your father is in the Odin Sleep, he told you to keep watch and you just wish to run off to Midgard. I sometimes don't understand your fascination with that place."

"There are many great heroes there, but even they cannot stand up to those two fiends," said Thor. "It is also my duty to make sure the Enchantress and her Executioner regret their crimes. I trust you and Balder will be able to keep a close watch. I shan't be gone for long."

With that, the Asgardian moved to the Bifrost Bridge, Mjolnir grasped right in his hand.

Thor's departure was subtle but little did he know it was noticed.

* * *

In the S.H.I.E.L.D. helicarrier high above the skies, one particular man had monitored several huge energy spikes, unlike anything he had seen before. He kept a careful eye right on the readings.

"We may have a situation," muttered Nick Fury as he kept his eye right on the monitors. "And Spider-Man is right in the middle of it, as usual."

Fury needed to know more so he got on the intercom. "I need Agents Barton and Romanov. Tell them we've got a situation. I'll give them more information when they meet me."

**To Be Continued in Enchanted Part Two.**


	92. Enchanted Part Two

**Chapter 92: Enchanted Part Two.**

On the S.H.I.E.L.D. Heli-Carrier, Nick Fury tapped his foot and looked up. Two of his agents approached him and awaited further information.

One agent had long red hair dressed in a black body suit. Her name was Natasha Romanov, codenamed Black Window.

The other member of the team wore a purple suit with a bow and arrows, masked over his face. His name was Clint Barton, codenamed Hawkeye.

"So, Fury, what's the situation this time?" asked Clint.

"Weird energy disturbances right over the Metro Shopping Center," said Fury. "The readings are strong. y equipment nearly got fried when they picked them up. There was a struggle and Spider-Man and the X-Men were right in the thick of the mess."

Natasha looked at him and asked the obvious question. "Were there any causalities?"

"Civilians likely got caught in the crossfire," said Fury in a stoic voice. "Whoever we're dealing with will be a high level threat. I'd prefer they be brought in alive to figure out what they were up to."

"Alive, I understand," said Natasha as she looked at Fury. "So any other non-lethal force is authorized?"

"No lethal injuries, but a few scars would let them know who they're dealing with," said Fury, as he looked at them with his eye. "As long as they're alive enough to give us enough information and…Parker and his friends should be brought aboard for their own protection."

"Wait, you expect us to try and get a bunch of teenagers to willingly come somewhere without a struggle," said Clint. "Natasha you can do that, I'll deal with the dangerous bad guys."

"Technically not a teenager a couple of them, its Parker's eighteenth birthday today," said Fury. "Only he could be in a place that gets attacked on his birthday."

Natasha gave a light smile. "Well that does fit what we know about him."

"Yeah, birthday boy got himself nearly killed by some raving loon," said Clint. "So, are we just going to stand around here or are we going to actually do something?"

"We're leaving right now," said Natasha. "We'll bring them back, hopefully all of them both good and bad."

Fury nodded and watched his agents leave. This job was beginning to give him headache.

If word caught the wrong ears that he had helped mutants, those idiots in Congress would likely do something to shut him down and give Osborn control of S.H.I.E.L.D.

He could not get much more information on this Master Mold Project. The lack of information made Fury rather uneasy.

* * *

At the Metro Shopping Center, the entire group had turned around. Peter sat right with Alison and Gwen on either side.

" _I don't know what's happening, those two are looking at each other like someone killed someone's cat," thought Peter as he shook his head. "Maybe I'm imagining things."_

Gwen held right onto Peter as she took a deep breath but he jumped right up which caused her to let go.

"Peter, what is it?" asked Gwen.

"I've…got to use the bathroom, be right back," said Peter.

Everyone looked at each other, but they were not going to say anything, as Alison was sitting right there.

" _She doesn't know what's going on," thought Gwen. "Good, she doesn't need to know what's going on. Too many people have found out about Peter being Spider-Man. That was supposed to be our thing."_

"Gwen, what's wrong?" asked Kitty in a gentle voice.

"Nothing's wrong," said Gwen in a bit of a short voice. "Sorry, it's just…"

" _She kissed him too," thought Gwen. "Supposed to be your friend, after all you've done for her, helped her fit in at school."_

The noise had brought Gwen out of her thoughts. Thoughts she shifted guiltily at.

"Great, and I thought we were done for the day," said Kurt.

"I can't see what's going on there," said Rogue.

"Yeah, me neither," added Bobby, as he tried to get up and looked at Logan.

Logan looked right at them. "Looks like some guy dressed out of something with a fairy tale with a big hammer."

Right off in the distance, Thor had appeared. He paused and surveyed the petrified people around him.

"Halt, I'm looking for two rogues from the realm I reside," said Thor. "A blond haired woman dressed in green and a large dark haired man, he carries an axe. I do kindly ask you not to panic and tell me where he is."

Thor looked up, as he saw a peculiarly dressed individual. "So, you're another one of those weird people I fought today?"

"Do you dare call me weird, given what you are attired with?" asked the Thunder God as he surveyed this mysterious individual. "What matter of creature are you?"

"I'm just your friendly neighborhood Spider-Man," said Spider-Man as he jumped down to face Thor.

"A Spider-Man?" mused Thor as he stared down at the web slinger. "You must be born of some kind of dark magic, a creation of Amora to distract me from her scheme."

Thor turned and picked up Spider-Man, before he hurled his adversary right through the next window.

" _Oh, great," thought Spider-Man as he landed right outside of the mall._

"Let us take this combat outside, so no one gets harmed," said Thor as he held up Mjolnir and lightning and thunder cackled right in the distance.

" _That technology, it's incredible," thought Spider-Man before he mentally slapped himself. "Parker, stop geeking out, and focus."_

His spider sense indicated that trouble was coming and a blast of lightning fired right towards him. He ducked and rolled as the lightning struck the ground.

"No, please not with the lightning, it'd be bad for my complexion," said Spider-Man.

Thor's eyes widened. "You dare mock the situation that you are in? You must be bent."

"Yeah, well after your crazy friends attacked me today, I'm not too good of a mood," said Spider-Man, as he shot a line of webbing around the Thunder God.

Thor caught it and flung Spider-Man right into the air. Spider-Man turned around and Thor charged, but Spider-Man slid and tripped up Thor. This attack staggered his enemy.

Spider-Man propelled himself right on Thor's back. He maintained his balance and scissored his legs around Thor's massive arm. He proceeded to jab his elbow over and over again right into the side of Thor's neck. Thor staggered but only slightly.

" _This guy's tougher than his hair indicates," thought Spider-Man as he winced at the pain in his elbow._

The Wall Crawler blasted down right to the ground and Thor stood right over him.

Logan arrived at that moment, as Spider-Man looked right in haze.

Claws stabbed right into Thor. This attack caused Logan pain and Thor slight irritation.

Thor smacked Logan right in the face with his hammer with immense force. The mutant crashed down to the ground and gave a pained grunt.

"Now, is there any more who dare gets in my way?" asked Thor.

At that moment two figures appeared. Hawkeye and Black Widow appeared, with several other S.H.I.E.L.D. agents who were on crowd control.

"Alright, Goldilocks, let me guess, was the porridge too hot?" asked Hawkeye as he stared down the Thunder God.

"Look, I do not wish to engage you in battle, archer, I am only present to deal with two rogues that have trespassed on Midgard," said Thor.

"Right," replied the archer in complete dead pan, as he shot an arrow. Thor had caught it.

"You could go with a stronger weapon as well," said Thor, but the arrow popped open and gassed Thor. "What matter of sorcery is this?"

"Just some knockout gas to put you to bed," said Hawkeye but a burst of electricity shot and put Thor down to the ground. "Okay, Widow that might have been a bit excessive."

Black Widow just shrugged her shoulders. "Our mysterious friend is down. I'll get him to the prison transport, you get his little hammer. Then I'll get Wolverine and Spider-Man"

Hawkeye stepped over, as he tried to lift the hammer but he found himself unable to budge it, not even an inch. He continued to struggle.

"What did we do?"

The X-Men, Mary Jane, Gwen, and Alison had been lead outside by the S.H.I.E.L.D. officers.

"You're going to have to come in for a few hours, until it's proven that you're safe," said one of the officers.

"Yeah, what are you going to do, take us to holding cells for our protection?" asked Rogue with a scowl. She had spent the best years of her life right on a S.H.I.E.L.D. heli-carrier cell and she never wanted to see that place.

"You know, we have rights, you can't just drag us off without telling us anything," said Mary Jane.

"Commander Fury will explain everything once you are safely aboard," said the S.H.I.E.L.D agent.

"Oh my God!" shouted Gwen as she saw Spider-Man being put on one of the transport ships. Rogue, Kitty, Mary Jane, and Alison all followed as well, all concerned about his state. Kurt and Bobby followed behind them as well but were stopped.

"Sorry, boys, but you're going to have to go on the other ship, with Wolverine," said a voice.

"Great, Spider-Man gets all of the girls and we get stuck with Logan," muttered Bobby.

"He's going to be sore, he didn't look in good shape," muttered Kurt as they followed.

Hawkeye stood after another failed attempt to pick up the hammer. "Fury, we have a situation. There was this guy with powers and he had a hammer. I can't move it and neither can anyone else. There's some kind of technology that's causing it to be too heavy to lift."

"Barton, just leave with the others, I'm going to call someone to take a look at the hammer," said Fury. "Fury out."

* * *

Tony Stark sat in his office in front of a computer screen. His eyes did not blink for one second, as he studied the intense readings, two of them that had come in within about an hour of each other.

A knock on the door half dragged Tony right out of his thoughts.

"Tony?" prompted a voice.

"Yes, Pepper, what is it?" asked Tony. "Come in."

The door opened and Pepper Potts stepped in to look at Tony.

"Nick Fury wants to have a word with you," said Pepper. "He's on the private line right now."

"Did you tell him I'm busy and was not to be disturbed?" asked the billionaire. "I'm sick and tired of Fury thinking that I'm his dog that can jump at will."

"It's about some kind of energy disturbance right around a shopping mall," said Pepper. "He wouldn't give me any more information."

Tony looked at her.

"Fine, figured that he'd have some answers," said Tony. "Patch him into my office. I'll have a word with him."

Pepper did so.

"Stark, my scanners picked up a huge energy wave, we're talking more powerful than I've ever seen," said Fury without preamble.

"Really, you too?" asked Tony. "Two energy waves within an hour or so of each other, that's got to be interesting, isn't it?"

Fury remained silent for a minute. "There was a second energy wave?"

"Yeah, within an hour of each other," said Tony. "The first one was almost like the person or people behind it wanted to be noticed. The second one was more subtle but since I knew what I was looking for, I got it."

Tony paused.

"Better keep your eye on the ball next time, Fury."

"Spider-Man and the X-Men were involved but they should be safely out of the way by now," added Fury.

"Ah, figured the web slinger would get involved," said Stark. "Does Congress know that you're aiding mutants?"

"Do they know you are?" counter Fury. "You only jammed the MRD's communication about four times in the last month."

"Well, they blew up some of my equipment and that stuff doesn't grow on trees," replied Tony. "So a little tit for tat never hurt anyone."

The billionaire industrialist added after he paused. "Plus they seem to be missing all of the evil mutants and go after the good ones. But that's a witch hunt for you."

"There's a hammer downtown as well," added Fury. "My agents can't move it and the technology is beyond anything I've ever seen."

"You should really put your agents on a stricter diet, Fury," said Tony as he looked at. "So some kind of hammer and…"

"I'm giving you the footage right now that we captured," said Fury.

Tony looked at the footage with interest.

"Guy seemed like something out of a Viking pride parade," muttered Tony. "Have you checked with Ravencroft? See if they're missing anyone."

"Yes, and no they aren't, I have no idea what this guy's story is," said Fury. "See what you can do about that hammer Stark, if you can."

"A challenge, Fury?" asked Tony. "And I thought this was going to be a boring day."

Tony Stark walked over and suited up into the Invincible Iron Man.

* * *

On the transport ship, Spider-Man had his injuries checked over by the Black Window.

"I'm fine," managed Spider-Man in a pained voice.

"Barely moving, barely able to breathe, blurred vision, that's not fine," said Black Widow as she checked over Peter. "Now, I need to remove your mask."

"Oh…" started Spider-Man.

"I know who you are Peter, Fury shared that detail with all of S.H.I.E.L.D.," she added.

"Great, Fury, what if someone takes my secret to the wrong person?" asked Peter as his masked was removed.

"Security's tight," muttered Black Widow. "Well I've got some good news and some bad news."

"Oh lovely," said Peter.

"You don't have a concussion," said Black Widow. "On the other hand, you were lucky not to have matching eye patches with Commander Fury, you have a busted nose, and several broken ribs. You should be more careful."

"Sorry, careful isn't one of the parts of my job description," said Peter.

"Well you're going to recover before too long, with your abilities," summarized the spy. "You should be back on your feet within a day or two."

Natasha looked at Peter with a sigh.

"What?" asked Peter.

"I knew your father," said Black Widow. "Both of your parents, they were good people."

" _Good people that could have been alive people if you had been just ten minutes sooner," thought Black Widow to herself. "Last time you saw him, he was barely able to walk."_

"Oh," said Peter, as he leaned back. He really could not make that much of that at the moment.

He still felt like the Juggernaut did a tap dance right on entire body.

"Your friends are outside, they're all worried about you," said Black Widow. "I'll let them in, I need to check to see how long we've got until we arrive."

"Okay," said Peter as he leaned back as the door opened and five girls rushed in.

Alison stopped as she looked at Peter, mouth a gap.

"You're….you're…." stammered Alison as she took a deep breath. "You're…Peter….is..."

"Yeah I am," managed Peter. "Welcome to the club."

Alison looked from Gwen to Peter. She looked as she wanted to crawl in a hole right now or drown herself.

All of the girls had tried to check on Peter at once, which had caused them to all collide with each other and trip over themselves.

Peter Parker found himself buried underneath a group of girls as he was knocked backward on his bed. Everyone scrambled to give Peter some room to breathe.

The door clicked open and Hawkeye just looked inside, eyebrow raised, as he spotted Peter Parker with five girls in his bed with him.

"Well, you're recovering well," muttered Hawkeye as he looked at the situation with a smirk. "And every time I wake up when I get knocked out, the first thing I see is Nick Fury to lecture me about being reckless."

Hawkeye shuddered at the thought. Fury's face was not an ideal thing to see after coming back to the land in the living.

Gwen had pulled Peter off to the side out of a sitting position and held onto him in a protective manner, as she stared daggers at all of the other girls.

"So you're the guy who showed up and saved me," said Peter as he shook his head from side to side.

"Yeah, you're welcome," said Hawkeye. "The guy really seemed like he meant business."

"So did his other two friends," said Peter.

Hawkeye stalled. "What do you mean, other two friends?"

"Some woman dressed in green and some dark haired guy with an axe," inputted Kitty. "But don't worry, we totally chased them off."

"I'd believe that when I see it," said Hawkeye. "We're almost to the Heli-carrier."

Hawkeye moved over. "Right, right, yeah Fury, he's here with me, yeah I'll make sure he has a word with you. He seems to be being mended right there, five of them."

The archer turned over. "Fury wants a little word with you, web head. You and your little harem can come with me. Then you can talk to him."

"Harem?" asked Peter in confusion. Gwen looked like she wanted to string up Hawkeye and use him for target practice with his own arrows.

"Of course the real trick is to get them not to kill each other," muttered Hawkeye. "Still if you play your cards right…"

He cleared his head and was fully aware of the death glare he was getting.

"Right this way," said Hawkeye as Peter was helped to his feet, supported by the group.

"I'm really sorry what I did," whispered Alison. "If I had know…"

"Well you should be," grumbled Gwen as Mary Jane looked at her.

"Gwen, what's your problem today?" whispered Mary Jane.

"I don't have a problem," whispered Gwen. "Not now."

"Peter, you're a great guy and …" started Alison as she looked at Peter. "And you're really….and I'm really sorry."

Peter looked at her. "Hey, it was the moment, don't worry. Besides, it wasn't that bad."

Alison hoped that Gwen did not hear that one. The last thing she wanted to do would be responsible for breaking up a two year relationship. After all she did, one little impulsive kiss could have derailed everything.

She did enjoy it, but guilt ate away at her.

A grumpy Logan had arrived, wrapped right in bandages.

"I said I'm fine, healing factor remember," grumbled Logan. "Elf, tell them I'm fine."

"Well you kind of aren't," said Kurt.

"Yeah you got zapped with that guy's hammer," said Bobby, as he looked at them.

The two groups met as they were guided down the hallway. Rogue looked around, as all kinds of bad memories returned.

"Rogue, nothing's going to happen, don't worry," said Kitty. "I kicked their butts before, if they tried anything, I'll kick them again."

"For the record, I let those agents go, Katherine," said a voice from behind them, as they were walked right into the central command for S.H.I.E.L.D. as a figure turned around. "For those who haven't met me, I'm Nick Fury."

"New look, Fury?" asked Logan as he looked at the director.

"Yeah didn't you used to be…you know, white and not Samuel L. Jackson," said Peter.

"Yeah, I haven't heard that one before," said Fury in a dry voice. "If you must know, my original body was destroyed in a recent mission. Some flesh eating bacteria, nasty business all of that. Thankfully we were able to construct a new one and it's good to go for a new look every few years."

"Well still better than the time you went Hasselhoff," muttered Logan under his breath.

Fury looked at them. "We have a situation and Parker, you and I are going to have words. I believe you have an interesting story about what happened today."

"Yeah," said Peter, as he was mostly able to walk and he followed Fury into a private room where they would not be disturbed.

"I really hope he's getting out of there alive," muttered Kitty. "We're not going to have to bust him out again, are we Gwen?"

"I'll worry about Peter, okay," said Gwen as Kitty looked at her. "You don' t need to worry about him, none of you do."

"Look, I know you're stressed, it happens…" said Alison but Gwen had cut her off.

"You don't know anything about how I'm feeling, pop princess," hissed Gwen. "You had the entire world handed to you, while I lost everything and you just think you can swipe in and take my boyfriend just because you can."

Alison had lost a bit of her calmness. "I don't know what you're problem is. I haven't done anything to you. I kissed him and yeah it was nice, but I didn't know and I'm sorry. You're acting kind of jealous. If you keep this up, you'll lose him…"

"Oh yeah, you'd like that wouldn't you," said Gwen as she turned and walked off.

"Something's wrong with her," said Black Widow.

"Bad time of the month?" asked Hawkeye before there was a smack that connected to the back of her head. "Ow."

"Yeah there is something wrong with her," said Mary Jane as she watched and looked concerned. "She's not acting like herself at all."

* * *

"Your story seems to match up with Stark's about the second energy disturbance," concluded Fury. "We're dealing with more than one person and someone capable of something rather powerful."

Peter nodded as he looked at Fury. "So what about hammer boy?"

"Still out," said Fury. "His hammer can't be picked up. Stark's seeing what he can do about that, but there's more to the hammer than meets the eye. The technology is way beyond our wildest capabilities, almost like it is from another world."

Fury was on his feet and looked at him. "You've come a long way. The days were much simpler when you fought the latest super powered mental patient."

The Director of S.H.I.E.L.D. had took a deep breath and continued. "Now, the entire world has changed. Osborn has power in his hand and the government has given him the license to do what he wants. And these new threats are rather troubling. There comes a time where I think that the solo act thing isn't cutting it for many people."

"Look, I'm handling it," said Peter and Fury just narrowed his eye. "And what were you thinking blabbing my secret identity to all of S.H.I.E.L.D?"

Fury remained silent as he considered Peter.

"Parker, in this day and age with technology, you're lucky that the entire world doesn't know you're Spider-Man," said Fury. "Plus it's just a matter of time before Osborn has a bad day and decides to leak your secret to the world or someone else finds out. No one can remain the shadows for long."

Peter refused to respond at this one. He knew the Chameleon found out and sold his secret to Creed. It was lucky Creed had done a good job in working himself up so much that he dropped down and was unable to move right now.

"What sort of prison is this?" rumbled Thor from behind a prison cell. "Mjolnir, where is it?"

"Oh that must be your hammer," said Fury. "We're having someone take a good look at it, once we figure out what technology you're using, we'll take it into custody."

"You'd be dealing with no technology," said Thor. "But pure sorcery, the likes of which has not been seen on Midgard."

"Okay, just who are you anyway?" asked Peter.

"I am Thor, Son of Odin, Prince of Asgard, and God of Thunder!" roared Thor.

"Right," said Peter in pure disbelief. "Seriously, this guy belongs in Ravencroft. He believes he's actually from Asgard. It's a myth."

"Myths can be oddly true from time to time," mused Fury. "It would fill in the holes."

"Yeah, but this?" asked Peter. "There has to be a perfectly rational explanation."

Fury turned his head. "Don't you believe in magic?"

"Well…I'm just not comfortable with things that cannot be scientifically explained," said Peter as he looked from side to side. "No, I really don't….it just seems implausible."

"Yes, it'd be as absurd as someone getting powers after being bitten by a genetically altered spider," remarked Fury before he paused. 'Oh wait a minute…"

Peter would not even dignify that one with a comment but he grew rigid.

"Spider sense," said Fury.

"Yeah," said Peter. "I suppose you told everyone about that too."

"Well you're the one who blabs about it a lot," countered Fury, as he got a visual. "You've got to be kidding me."

"What?" asked Peter.

"Snakes on the Heli-carrier," said Fury as he saw everyone run in panic as several snakes had arrived.

"It must be that witch, she is aboard," said Thor. "You must free me at once so I can assist you in dealing with the situation."

"Yeah we'll table that one," muttered Fury, as Peter slipped on his mask and got ready to go. "Everyone on this ship knows who you are. Do you feel naked without it or something?"

Again Spider-Man refused to comment, as he heard the screams of terror of the S.H.I.E.L.D agents. Snakes were all over the floor and caused havoc. He watched, as the X-Men scrambled right around.

Logan dove forward and sliced his claws right the snakes. Alison backed up and trembled in fear, but she managed to cause the snakes to back off with a blinding blast of light, until more of them moved forward.

"Snakes, why did it have to be snakes?" asked Rogue, as she took a step back. "Back you filthy little things…"

"No arms, no legs, but they can still crush you," said Bobby as he blasted ice right at them, as the snakes had continued to pile on and move right towards them.

Kurt teleported several unconscious agents out of harm's way, as Black Widow dodged the attack and Hawkeye fired a rapid stream of arrows. It was chaos and absolute insanity.

Fury moved out and he held two blasters, one in each hand and began to fire with a crazed look in his eye.

"That's it, I want these snakes off of my Heli-carrier, right now!" shouted Fury, as Spider-Man crawled over.

"Not the way I want to be spending my eighteenth birthday, Fury," said Spider-Man as he helped battle the never ending stream of sadistic snakes.

Fury blasted one of the snakes. "Stay sharp, kid, unless you want to be born and dead on the same day."

Everyone had lost badly, but suddenly the prison cell cracked open. Thor had walked out to face everyone.

"It seems that you need assistance," said Thor as he held out his hand.

The next thing he knew, Mjolnir had crashed right through the Heli-carrier window. There was a horrified scream as at the exact moment, Iron Man grabbed right onto the back of it and landed with a thud.

"Ow," grumbled Iron Man.

"You owe me a new widow," said Fury as he continued to blast the snakes.

"I believe you mortals have an expression," said Thor as he held up his hammer before he concluded. "Send me the bill."

The snakes had been blasted with a wave of lightning and they vaporized from the impact. The entire Heli-Carrier was rocked but Thor stood his ground.

Several S.H.I.E.L.D. agents dropped to the ground.

"Who released the snakes?" asked Kitty.

"That be Amora the Enchantress, she is a sorceress of the highest caliber, capable of much powerful magic that can bedevil even the strongest of mortals," said Thor. "She has the power but Skruge is another powerful being able to fight off countless men at once. Her executioner is just a bit of added muscle to her powers."

Iron Man pulled himself to his feet. "Yeah, are you buying any of this?"

"I do now," said Spider-Man as he pulled himself up and others nodded, convinced.

"Really, some guy blows in from fairy tale land and attacked a bunch of snakes," said Iron Man. "And he dragged me halfway across town, too."

"Everyone we can compare notes later," said Fury. "Right now, we need to focus, the Enchantress is right here on the Heli-carrier."

"So we find her," said Hawkeye.

"Glad to see you're with the program, Barton," said Fury as he turned to give further instruction.

* * *

Gwen Stacy sat right in the side chamber, alone with her own thoughts.

" _Thought they were my friends…but they weren't my friends…friends don't do that."_

In the shadows, Amora stood invisible with a calm look on her face, as she whispered. "Friends, don't do that. They think of me as a weak and helpless little girl. Some charity case, well I'm not weak. I'll prove it to them. They step one more foot out of line and I'll take care of them personally. They won't look at my love or anyone else again."

The thoughts echoed in Gwen's head as she struggled with them.

" _Stubborn girl," thought Amora. "I would have preferred that Spider-Man, but he had a little early warning system that would make this problematic. Still, my bargain will be fulfilled."_

**To Be Continued in Enchanted Part Three.**


	93. Enchanted Part Three

**Chapter 93: Enchanted Part Three.**

"So what's her game?" asked Fury as he looked at Thor. "She's your problem, so you should be able to figure her out."

"I have mere theroies," said Thor after a moment of thought. "Amora normally has something to gain for all of her attempts to bedevil me. The emotions of others are a plaything to her. In the past, many times she has played similar tricks merely to remind me that she does exist."

"So, we're dealing with some scorned woman who will put countless lives in danger because she just wants a date," said Iron Man. "Well I've been down that road before…but nothing that extreme."

Thor looked at him with a puzzled look. "We must find Amora. You will do well to keep your wits about yourself. Both her and her Executioner are not something that no mere mortal have taken down."

"We took you down easily," commented Hawkeye.

"Aye, but Amora and Skurge will not be so kind," said Thor. "The element of surprise worked to your favor, you will not get a second shot like that."

"Scan the ship, try and match the energy signature that Commander Fury found earlier," said Black Widow. "And look for something on the cameras, there's got to be something that we can use."

Logan joined them. "I can't even smell them. Your spider sense picking up anything, Parker?"

"No," said Spider-Man as he inclined his head to the side.

"That just means she isn't attacking us," said Logan. "Or you directly."

Everyone crowded around as the search had continued. Thor looked up. "I do hope that Amora has not managed to get in the head of any mortal. She can take seeds of doubt and manifest them into full deadly vines of mistrust and paranoia."

Mary Jane stopped as did Kitty.

"What is it?" muttered Spider-Man.

"Gwen, she's really been acting weird," said Mary Jane. "I thought it was just nerves because of everything that happened, but…"

" _Oh no," thought Spider-Man._

"Spider-Man, what's…" started Alison.

"Gwen might be in big trouble, I've got to go find her," said Spider-Man.

"I'll…go help you," said Alison as she followed him.

"You don't have to," he said as he crawled the walls.

"Yes, I do," said Alison. "I need to set things right, set it all right, some of this is my fault, alright."

"No, this…" said Spider-Man. "This is no one's fault, really."

Alison shook her head but she followed Spider-Man the same.

"Keep sharp, we're dealing with something far more dangerous than we thought," said Spider-Man as he quickened his pace.

"She ran in there," said Alison in a shaky voice.

" _I'm running into a bad situation. No Parker, there's no time for doubt. I've got to stop that woman, before she does something bad to her."_

* * *

Gwen Stacy sat right on the chair and wondered what had happened. She actually wondered if she was losing her sanity.

Before she could wonder much further, the door had opened. The first person she saw did not improve her mindset and that was Alison Blaire.

"What are you doing here?" snapped Gwen.

"Gwen, listen, you're not yourself, something has happened…" started Alison but Gwen pulled herself up and Spider-Man swung right it, to grab her in a gentle but firm manner.

"Let go of me, Pete!" she yelled in a strained voice. "She's not that good for you. She's trying to steal you away from me, just like the rest of them. I love you, we have something."

"Gwen, please, calm down!" yelled Spider-Man. "This isn't you, there's…The Enchantress, Amora, she's a really powerful sorceress from Asgard. She's screwing you're your mind, making you think these thoughts."

Gwen shook her head as it got a bit clearer

"She…she…she can't be, " managed Gwen as she struggled against some pull. "I'm…."

"Gwen, please, she's inflaming you to be a really jealous person, I don't think Peter would love you if you were like this," said Alison.

"YOU DON'T KNOW ANYTHING AT ALL!" shrieked Gwen, as she blew right past Peter and shoved Alison right into the wall. Spider-Man restrained Gwen.

"Listen, Gwen, please, you're in there, the real you, I know you are. I know you're stronger than her. You're the strongest person I know. Please Gwen, fight her, fight her okay."

Gwen relaxed a little bit but she felt herself pulling. There was a mental tug of war that involved her mind.

"Peter, please, do something, I can't…she's…." managed Gwen as she nearly sobbed. "No, I've got to…"

"Gwendolyn Marie Stacy, remember how you told me you always loved me and always would?" asked Spider-Man. "I feel the same way, you and I. I just can't help it, you know these girls, all they have is the same good taste you do."

Spider-Man saw as the love of his life had begun to fight. He continued to encourage her. "Please, be strong, I love you, I want us to be together forever, fight her!"

Gwen tried to fight, to focus on her love for Peter Parker and the grip on her mind slipped slowly but surely Peter pulled up his mask and kissed her. Gwen returned it but they were not out of the woods yet.

Peter's spider sense indicated.

"No, no, no!" yelled Amora. "No normal little girl can get the best of the Enchantress…"

"SHIELD YOUR EYES!" shouted Alison. Spider-Man and Gwen did so.

A blinding blast of light had caused the Enchantress to be backed off and right then, Spider-Man grabbed her by the throat.

"What are you going to do to me?" taunted Amora but she stiffened when she realized there was no humor in Spider-Man's tone.

"You…defiled her mind!" yelled Spider-Man as he tossed her with all of the strength he could muster.

Amora rolled over and her eyes widened.

It was time for a strategic retreat as she put up a shield and vanished right into the floor.

Gwen collapsed in her love's arms, drained.

"Peter, you…I can't believe what I did, I almost turned into a jealous bitch," she whispered in a mortified tone.

"Gwen, it's okay," said Spider-Man as he held her tight in an embrace. "Amora did this to you, and she's going to pay, even if I die trying."

"No, Peter, you…she's powerful," said Gwen in a terrified voice. "It took everything I had to push her loose long enough for you to deal with her. My head really hurts now."

Spider-Man sat down with her in his arms.

Alison watched from the doorway, with a smile but tears in her eyes as well.

" _Lucky, both of them are, to have each other. If she ever does something to intentionally hurt him…"_

She shook her head as Kitty poked her head right through the door of the room.

"It was the Enchantress," said Spider-Man. "She had Gwen's mind under her control."

Kitty found herself both relieved and scared, as she watched Spider-Man comfort his girlfriend who had a slight smile on her face.

"Good, well not good, but better than the alternative," said Kitty as she relaxed. "I thought there might be something screwy with what happened."

Gwen opened her mouth but Spider-Man put a finger to her lips. "Remember, Gwen, it was an awful person that did this. And we're going to take her down. But not until you're okay."

"Peter…I know you have to go and fight her, she could do this to someone else and I couldn't live with myself," said Gwen as she wrapped her arms around his neck and kissed him once more. "Just make sure to stop her, no matter what."

Spider-Man nodded. He took a few breaths to calm himself. He reminded himself he was the hero and he had to take the better road, even if he was dealing with people that were not.

"Rest easily, I'll be back and this will be just a bad nightmare," whispered Spider-Man. "Kitty can you…"

"Yeah, I'll stay with her," said Kitty and Mary Jane also entered the room.

"Both of us will," added Mary Jane.

"Thanks, both of you, and I'll be back," said Spider-Man and he walked out. Alison followed him as she tried to give Gwen a reassuring smile but the girl seemed rather scared.

" _Those who are normally brave getting spooked is the scariest thing of all," thought Alison. "I want to give her a hug, but I'm not sure if that would be appropriate."_

* * *

Down the hallway, Iron Man scanned for any energy signatures.

"Whoa," he managed as an axe flew right out and dented him right in the armor. He managed to push himself back.

A repulse blast cut right through the air and nailed the figure right in the face. Skruge appeared and faced his enemies.

"Ah, Executioner, I thought you'd be around," said Thor, as he held up Mjolnir but Skurge dove right at him. Axe met hammer. Skurge knocked Thor right back. "As tough as ever, but no matter…"

Hawkeye moved in and aimed. Several arrows shot. The large man hacked right at them with expert precision and reached over to pick up Hawkeye off the ground. Wolverine rolled in and knocked Skurge right in the knee caps.

"Widow, blast him with everything you've got!" encouraged Wolverine.

Skurge gave a pained grimace as Black Widow shot an intense charge right at him. The large man staggered, but he reached forward and smacked her right to the side. He grabbed Wolverine and hurled him right into Thor and Iron Man.

"So anyone got a plan, or are we just going to make this up as we go?" asked Iron Man.

"We need to weaken him," said Thor.

"Really that's all," said Iron Man as he held his hands and blasted two more shots but Skurge swung his axe and batted them right back. "This guy is just…"

Skurge swung the axe but this time Iron Man had the presence of mind to duck.

"Everyone stand clear!" yelled Fury, as he threw two grenades. A loud blast echoed and Skurge had been staggered right off of his feet.

A loud smack and Thor nailed Skurge right in the face. The Large Asgardian grimaced as another shot smashed off his sizeable frame but he blocked a third one and threw Thor right across the hall. Thor landed on his feet and Iron Man flew right at Skurge.

"Yeah, that wasn't such a good idea," muttered Iron Man as he was grabbed right by the head and Skurge squeezed hard, to crack his armor.

"Look alive in there, Stark," said Fury as he had shot Skurge right in the chest. Several bullets impacted the Asgardian but Fury found himself at a disadvantage.

Hawkeye and Black Widow had been knocked down, an attack had failed. A maneuver which had taken out many tough foes in the past but had failed against the Executioner.

With a bamf, Nightcrawler grabbed them both and ported them out of the way. Iceman slid in and shot a blast of ice. Skurge continued to push right through as he struggled.

"Rogue, now would be good," grunted Iceman.

Rogue nodded, as she removed her glove. "Let's see if I can drain a little bit off of this guy."

Rogue found herself zapped right back, as Skurge busted right through the ice and Iceman had been nailed right in the face.

"Amora, I know you're here, show yourself!" shouted Thor.

"Come find me then Thor, you see I'm still not tired of this little game," said Amora.

"Game, you think of this as mere entertainment?" said Thor as his temper rose. "You place innocents in the crossfire and what's the purpose."

"Maybe if you play nice, I'll enlighten you, thunderer," said Amora, as the portal closed once again.

Spider-Man showed up.

"Bit late to the party, aren't you?" asked Logan.

"Look, I had something far more important to take care of!" snapped Spider-Man. "Where is she? Where is Amora?"

"Calm yourself Parker," said Fury.

"You try and calm down after what she did," said Spider-Man as his mild mannered voice had slipped. "WHERE IS THE ENCHANTRESS?"

"Calm yourself, Spider-Man and explain what she has done that has gotten you in such a stir," said Thor.

Spider-Man took a deep breath and launched into his story. Everyone looked rather grim.

"The poor child, Amora has stepped over the line this time," muttered Thor. "She must have been of strong mind and heart to have even fought off the control of the Enchantress for as long as she had."

"That's Gwen in a nutshell," muttered Spider-Man. "It took everything the both of us had and I want to make sure that she pays."

"Peter, don't do something that you're going to regret," said Black Widow in a soft voice.

"She's going to be the one that's going to regret what she did," said Spider-Man.

"Spider-Man's a hero remember, an inspiration to all," added Alison as she looked at him with wide eyes and a gentle voice. "I know you're upset, but all of the people who see you as a hero, all of your friends, and everyone who cares about you, sees who you truly are. Don't prove the people who rip into you right. You're better than them, you can stop her without doing something drastic."

Alison took a deep breath as she was flushed. "Spider-Man is more than just some person in a mask who has powers. He's a symbol of what it's like to be truly selfless and light even within the darkest day. If I can help people half as much as you have and that you will, I'll be happy. You can beat her, but don't let revenge blind you from being that symbol."

"Thanks," muttered Spider-Man.

"Now that everyone's on their feet, find her, before she causes any more havoc," said Fury. "Everyone, high priority alert, prepare for two high classified and dangerous threats."

* * *

Amora walked over right into the next room. All of the S.H.I.E.L.D. agents fought valiantly but they had foolishly been taken down. Skurge leaned on the other end of the room, as he held his axe.

"So, this is their foolish flying fortress," muttered Amora. "It shan't be too difficult to drop it right out of the sky."

Nightcrawler popped right up in front of her. "I don't think that will be as easy as you thought it was."

"Meddlesome little demon," said Amora in a bored voice as she tried to zap Nightcrawler but he disappeared.

The doors cracked open and right at that moment, Iron Man joined the fight. Amora caught him in mid air and tried to crush him with a mere gesture.

"Come on, not even one shot," managed Iron Man as he felt his breath hastened.

"Warning, structural integrity of the suits are down."

"Yeah, I hadn't noticed, thanks J.A.R.V.I.S.," breathed Iron Man.

Hawkeye was in, Black Widow was in, Wolverine was in, Rogue, and Iceman, but Amora tossed Iron Man right at them to cause them to scatter.

"If these are the champions Midgard has to offer, then perhaps I should put it out of its pathetic misery right now," said Amora as she moved over to operate the controls.

A shock jolted her right back and Nick Fury arrived, before he began to shoot right at her. Amora held up a hand and the bullets vanished right in mid air.

"I'll put your other eye out for that," threatened Amora as she blasted them. Skurge ran over and swung his axe but Hawkeye shot an arrow right above him.

A blinding flash of light and Skurge staggered, which allowed Iceman to shoot an ice trail underneath his feet. Iron Man aimed and blasted Skurge right to the ground.

"This bores me," said Amora with a yawn, as she knocked Iron Man on his back again. Nightcrawler, Rogue, and Iceman moved over, but she sustained them.

Arrow struck her right in the back and staggered her, as Black Widow rolled in and knocked her down.

"You dare touch me," said Amora and she aimed, before she held Black Widow in a containment field and hurled her right into Hawkeye.

"I'm down to my last arrow," muttered Hawkeye.

"Better make it count," said Black Widow.

"Don't I always?" asked Hawkeye, as he waved Wolverine charge in, claws at the ready.

Amora vanished and then zapped Wolverine right in the back.

"Even with your ability to heal, creature, that will leave you with everlasting pain," said Amora, but an arrow landed right in her hand. "Please, you could not hope to…"

The arrow exploded right in her face and immobilized her in a sticky substance.

The immobilization lasted for a mere moment before she broke out and knocked everyone right on their back.

"An admirable effort, but then again, children make them too," said Amora as she waved her hand, but right them, Spider-Man swung in and knocked her for a loop. She staggered a few inches back. "Once again, you fight me. You know you're outmatched."

"Oh, I know, but it won't stop me," said Spider-Man as he shot several lines of webbing but Amora ducked.

"You're aim is deplorable, insect," said Amora.

"Even you Asgardians get it wrong, spiders are classified as arachnids," said Spider-Man before he added. "Besides, I wasn't aiming at you."

A large light dropped down and smashed right onto Amora. Spider-Man propelled himself with his wedding. He slid beneath her and bound her hands together with his webbing.

"I'm not about to lose to the likes of you!" shouted Amora as she broke free and aimed a blast but Spider-Man dodged with his agility.

"Oh, you must be losing, because your aim is terrible," taunted Spider-Man. "The Enchantress can't hit the itsy, bitsy, spider."

Amora gritted her teeth but then she vanished.

"Running away again," muttered Spider-Man.

Amora returned a moment later and she had Gwen suspended right above her.

"NO!" yelled Spider-Man before he added through gritted teeth. "Let her go."

Amora held her hand and Gwen lifted right up over the Heli-carrier window as she dangled in peril above the city. "Are you certain that's what you want, Spider-Man?"

Spider-Man's fists clenched but Amora placed Gwen as a shield in front of them. Alison tried to get a shot from the side but Amora knocked her out of the way like an afterthought.

"The other two were a bit of a nuisance, but they'll survive," said Amora as her mouth turned into a smile. "Now, what do with your little blonde haired lover right here?"

"If you hurt her, I swear…I might forget that I'm supposed to be the hero," said Spider-Man but his voice lacked the conviction.

"Threat that is as empty as those pathetic contraptions upon your wrists," said Amora with a smile. "She still struggles, like she has a chance. Pathetic little wretch."

"STOP IT NOW!" shouted Spider-Man. Amora had willed Gwen to place a gun right in her hand.

"Decisions, should I have her shoot you and live with what she did for the rest of her life?" said Amora. "Or should I have her shoot herself and have you drown in your own sorrow?"

She looked thoughtful and responded. "You're much more dangerous alive."

Gwen turned the gun right at Spider-Man.

"Gwen, I love you," whispered Spider-Man. "Remember that, you're strong, I love you, you're my hero."

"Touching," muttered Amora as Gwen looked to be about to pull the trigger.

The Enchantress screamed as Gwen turned around and blasted her with a high intensity blast.

"You've outlived your usefulness, then!" yelled Amora but Spider-Man rolled in and pulled Gwen out of the way and behind a large pile of rubble to safety. "Once again, save the girl, not that it matters in the end."

Amora felt something grab her foot and Kitty popped right out from the floor, her face swollen and cut, but a look of determination right on her face.

"Let go of me," she demanded as she made Kitty become tangible again. The Asgardian went to blast her right in the face while her upper body was trapped in the floor.

Spider-Man reloaded his web shooters and grabbed Amora's hands once more. Kitty pulled herself right out of the floor.

"Once again, you think this is going to stop me!" cried Amora.

"Maybe not, but it did distract you!" yelled Thor as he moved in and blasted the Enchantress back. "You've gone too far, Amora."

"Not quite, thunderer, I still wish to bring this pitiful contraption down on the city," she said as she aimed a blast of magic.

The battle raged in until Skurge showed right up. The Executioner charged into combat, but Spider-Man rushed over and blocked him.

The struggle occurred.

A cold blast from Iceman staggered Skurge right back. Spider-Man held Skurge in place and allowed Wolverine to knock the large axe right out of his hand. Kitty held his feet into place. Nightcrawler grabbed the axe and teleported it right out of the way.

"Dispense with those children!" yelled Amora as her temper had risen and her fury bubbled as she continued to engage the Thunder God. "Why do you deny me, Thor? I could give you everything you ever wanted."

"Your twisted actions define you most of all, Amora," said Thor as he continued to wage an intense battle against her.

Black Widow blasted Skurge with a high intensity shot.

"Rogue, drain him!" yelled Logan.

Rogue nodded, as Spider-Man propelled her up with his strength and then she slipped off her glove.

The Goth girl tapped Skurge with her finger and the Executioner remained rather lethargic. Rogue landed on her feet and with immense strength, she punched him right out.

Amora and Thor continued to battle, but Thor had rammed his hammer down on the floor and conducted electricity. The Asgardian Sorceress gave a shriek of agony as her hair stood up on end as she staggered.

Iceman used a blast of ice to immobilize them both.

"What, what did I miss?" asked Hawkeye as he looked around and saw Nick Fury stare right at him. "We really got to stop meeting like this, Fury."

"Only when you stop getting knocked out, Barton," said Fury as he held his hand out and allowed him to get to his feet.

Spider-Man took a deep breath, as he held Gwen. "Kitty, Mary Jane is she…"

"Fine, well she was coming too when I left," said Kitty. "I thought I could handle her…"

"Amora is a far more devious foe than anything you've ever faced," said Thor. "The fact all of you managed to hold your own speaks well of your talents and your courage."

The entire group nodded but felt the beating.

"Well you beat her and you only needed to trash my entire Heli-carrier to do it," managed Fury in a pained voice.

"Relax, Fury, I'll fix it up," managed Iron Man but he collapsed right on the ground. "Right after I fix myself up. She really did a number on this suit."

The armored super hero sighed.

"I need better armor."

"So those two have been put on ice," said Wolverine. "Do you have any idea why they were here?"

"It is unclear, Amora rarely does anything without a reason," said Thor. "The fact she attempted to gain my attention was just a side benefit for her. There are far more malevolent forces at work."

Nick Fury turned right towards Spider-Man. "And Parker, one final word with you."

"What now, Fury?" asked Spider-Man, as he held Gwen right in his arms.

"Happy birthday," concluded Fury before he turned around to see what he could salvage of this mess.

* * *

Everyone sat, and as their various injuries was tended to back on the S.H.I.E.L.D. transport ship.

"Well at least we're all alive," said Mary Jane as she held an ice pack to her face.

"Yeah, but we'll be feeling this one for a long time," grumbled Kurt.

"Where are Peter and Gwen?" asked Kitty.

"Alone," said Rogue as she sat with her arms folded. "I would be too after the day they had. Quite the eighteenth birthday he had, wasn't it?"

"Well, if it wasn't for him, we would have all been beat up many times over," managed Iceman as he massaged his mouth. "At least I got those two to chill out."

Kitty groaned. "Really, Bobby, you just add to go there."

"Ice puns, really?" asked Rogue.

"Hey, no need to be so cold," said Bobby as everyone glared at him. "Man what a frigid reception."

"One more pun like that and you'll be put in the cooler," said Mary Jane who could not resist as they laughed.

* * *

Peter Parker was out of costume, his damaged costume. Gwen was curled up right next to him, head in his shoulder, as he held her tight.

"Pete, after what happened out there I…" said Gwen.

"No, Gwen, you did good, the best, just like you always did," said Peter before he silenced her further protests with a kiss.

Gwen sighed into his mouth as he pulled off. "So…you meant every word you said?"

"Every last syllable," said Peter as she smiled.

"Do you think those other girls are attractive?" asked Gwen.

"Gwen...I'm not going to have to answer this, am I?" asked Peter.

Gwen just looked at him. "The truth, please."

"Gwen, I know…yes I'd be blind not to see that," said Peter. "But you're the most beautiful of them all, both on the inside and on the outside. And you've been there for me since the very beginning."

"Just what I thought you'd say," she replied with a smile. "I'm really kind of drained from what happened, mind control does a number on you."

She shifted in frustration. "I'm too tired to give you your birthday present right now."

"Okay, Gwen, I understand," said Peter before he added. "I'm sure it will be worth the wait."

"Mmm hmm," muttered Gwen a slight smirk on her lips and a look of mischief in her eyes.

A soft knock on the door had brought them out of their stupor.

"It's Alison," said the girl. "Are you…guys decent?"

"Yeah, don't worry about it, come in," said Gwen before Peter can say anything and Alison walked in, as she nervously looked at both of them. "You have something to say to me, don't you?"

"Yeah," she said as she shifted around. "It's...I'm still really sorry about everything that happened today. Peter's just a really nice guy and you two are with each other. If I had only known…"

"Alison, listen," said Gwen as she put her hand up. "You kissed Peter and I freaked out. It's just that, you seemed to be a bit…well."

"Yeah, I know, I get that a lot," said Alison. "It's funny how people in the business expect you to be a jerk and the nice thing to be some kind of act."

Gwen nodded. She had thought the same thing but once again she had been proven. "I guess you really don't know how people are until you meet them."

The pop star nodded, as she looked at them.

"Oh, and I'm really sorry about the entire shoving you into the wall and acting like a bitch thing," said Gwen as she looked at her. "That was really out of line for me."

"Amora possessed you, you fought her, you were awesome," said Alison as she looked at Gwen with appreciation. "You don't have any powers and you still beat her. Peter's right, you rock."

"Thanks," muttered Gwen.

"So, Alison, have you given the X-Men thing a second thought?" asked Peter.

The girl looked at him. On one hand, she did feel a bit of excitement when she went out there today. On the other hand, she could not do that to her fans, fans that counted on her and loved her.

"I told you, I'm not really the hero type," said Alison.

"You looked like a hero out there today," said Gwen with a smile.

She nodded with a smile. "Y-yeah I did, but Spider-Man's the real hero, he's truly the best. As for me, back to the old grind."

Alison Blaire gave a small sigh. "More autograph signings, more tours, more shouting matches with my agent about how I'm ruining my image by supporting mutants."

"Maybe you need a new agent," said Peter.

"Depends, are you offering?" asked Alison.

"I wouldn't know the first thing about that," replied Peter with a smile as Alison slumped against the wall, fatigued. "Are you…"

"Fine, just really tired, that woman took a lot out of me when she blasted me," said Alison and Gwen just frowned. "Don't worry, I'll…be fine."

Gwen just looked at her guilty. "Alison, wait…you don't have to go."

"No, I've got to go, really I've intruded enough on your life," she muttered but Gwen stood up.

"Maybe that woman's magic kind of fried my brain," said Gwen as she shook her head. "But…it's alright, you can stay with us, just this once."

"Gwen, are you…" started Peter.

"Perfectly innocent, she's tired, we're all tired, I'd hate for her to collapse," said Gwen with a slight smile.

"Just for a little bit, until I get back on my feet, then," said Alison as she wondered if this was some kind of test.

"Yeah you look pretty worn out," said Peter but he had reservations. "You know, I could just sit over there, if you're uncomfortable or anything…I'm really…"

"Pete, no, you're staying right here," said Gwen as she looked up at Alison who turned around and sat right up the bed. "It's okay, I trust you, now."

Alison slid about as close as she could dare, but she yawned. She had been up since four in the morning and it had been a long day.

"Wake me up in a few hours if I'm not already up," muttered Alison as she collapsed. "My agent must be freaking out…who cares what she thinks."

"Sleep tight, pop princess," muttered Gwen with a fond smile.

" _I like her…I must be insane, but I like her, and if something happened to me…Peter could do far worse," thought Gwen in a sleepy manner as she drifted off._

Peter did the same, only sort of bemused at the situation at hand as both blondes rested on either side of him.

" _Happy birthday, Pete, let's hope you have more," thought Peter. "What a weird day this turned out to be, huh?"_

* * *

"They've escaped then," said Fury in frustration.

"It was like they weren't even there," muttered Black Widow.

"Yeah, I picked up a third energy transport, so they're gone," said Iron Man. "Suit's still on the blink though."

Thor stood and looked up. "Amora either left on her own accord or someone had pulled her and the Executioner back into Asgard. Such power troubles me either way."

"All we know is she isn't here anymore," said Logan as he winced. "The kids are alright, Xavier would have my head, and Jean and Summers would have it with him. Especially Jean if anything happened to the web head."

Logan looked up at Fury. "What's the price?"

"A few of my men went down, but they fought bravely," said Fury in a solemn voice. "S.H.I.E.L.D was badly damaged. The Heli-carrier will take weeks, maybe months to get back fully operational. I'm going to have the pleasure of taking the report to Washington. With luck, I can spin this one."

"Yeah good luck with that," said Hawkeye as he looked out. "S.H.I.E.L.D was a bit out of their class with this one."

"Indeed, we're dealing with far more dangerous threats than ever," said Black Widow.

"Yeah, and it may get worse," said Fury as he turned to Thor. "So…"

"I must return to Asgard," said Thor as he turned to them all. "Farewell and good fortune and thank you to all."

Thor turned to make his way right onto the Bifrost Bridge.

One second later the portal had propelled him right back onto the ground.

"It's locked me out," said Thor eyes widened as he pulled himself back to his feet.

"Yeah, that happened to me last week, but with my car," said Hawkeye in a low voice "That'd teach you to not get into a hurry."

"No, this is a most grave matter!" yelled Thor. "It means that I have been banished, but for what reason, I have no idea."

"Everything's tied together," concluded Fury as he looked at them. "We may have a problem and with S.H.I.E.L.D. at minimal resources, we can't fix it any time soon."

"Hey, I'll see what I can do, get in touch with Reed Richards, maybe we can figure out how to teleport you back in," said Iron Man.

"What makes you think that your science can penetrate realms?" asked Thor.

"Do you got a better suggestion?" asked Iron Man.

"Alas, no," said Thor. "I must find a place to as you mortals put it, crash."

"My mansion has plenty of extra room," said Iron Man. "Three dozen bedrooms, well last I counted anyway. I could have missed a few."

"What could you possibly need with that many rooms?" asked Hawkeye. "Do you have a woman in each room and just go from room to room or something?"

"That's an idea, actually," mused Iron Man.

"Barton, don't encourage him," muttered Fury. "Stark, focus, do what you need to find out what's causing this and who's behind this. And I'll be in touch about getting the Heli-carrier fixed. It's lucky it's still in the air."

"That's about the only thing that didn't happen," muttered Black Widow.

* * *

Amora and Skurge stood right in Asgard at the figure in the shadows peered at those two individuals.

"We managed to lose to those heroes, Trickster," said Amora.

"Amora, I am well aware of what occurred, I watched the entire battle," he muttered. "And I must thank you for your efforts."

The Enchantress wore a confused look but managed to find her voice.

"But, I had failed to defeat them…"

"I did not intend for you to defeat them," he said. "Although, if you had, I would not shed one single tear at any blood that had been shed."

The Trickster turned on his perch and summarized for the two Asgardians. "The plan was rather sound. The heroes were thrashed and broken, resources were damaged, and Thor is trapped on his beloved Midgard to share its fate."

He chuckled.

"Amusing, given the date today holds for mortals, given what I have done to both Odin and Thor."

"The Ides of March?" asked Amora.

"Ah, good to see you are well versed in culture, even if you foolishly pursue a worthless endeavor," he replied with an amused laugh. "So Amora, I thank you for giving the distraction I need and my siege of Asgard has been accomplished. There is still resistance, but it is merely an amusement."

"Very well, you offered me a reward as payment," said Amora.

"Yes, your reward. I believe a place of honor in my throne room, where you get everything you deserve."

"That would be adequate," confirmed the Enchantress. "I have done much for you, I wish to collect."

"If you insist," he said and at that moment, a wave of magic washed over Amora and Skurge.

"What is this?" managed Amora.

"I offered you a place of significance," he said. "There is no greater honor of what I bestowed upon you. Statues to be placed right beside my throne."

Amora and Skurge remained immobile as stone statues.

"I kept my word."

The Trickster gave a malevolent laugh as the next stage of his plan moved forward.


	94. End Time Part One

**Chapter 94: End Time Part One**

Inside the Xavier Institute, a group huddled around the Danger Room, the training facility for the X-Men.

A figure exited the Danger Room, dressed in work out garb. She looked rather amused. "So, when are you going to take off the training wheels to that thing?"

Gwen Stacy turned to face Logan as he stood outside of the Danger Room. "See, I told you I could get through that level easily."

"Stacy, I told you, the other levels are too dangerous for someone who doesn't have mutant abilities," said Logan. "I should know, I helped design them."

"Well, you slacked off on those lower levels. I think there should be a few more in the middle," argued Gwen.

"Look if you want to learn how to defend yourself, more power to you," said Logan.

"I know how to defend myself, thank you very much," replied the blonde girl as she looked at him. "I want to learn how to fight."

"You're doing great, Gwen," said Peter, as he looked at her. At first, Peter was rather a bit anxious about his girlfriend's recent assertive attitude. Then he decided that it might be a good thing for her to learn a thing or two about holding her own in a fight.

Granted, Gwen promised him that she would not seek out people and fight them, she was going to leave that for Peter.

Gwen smiled and walked over. "See, Pete, believes I'm doing well."

"Well, he's supposed to," said Logan as he shook his head. "You really can't go much further."

"I've beaten the beginning levels so many times," said Gwen as Peter wrapped his arm around her waist. "I didn't even break a sweat there."

"You didn't," agreed Peter. "You're displaying great stamina."

"Well, you should know," said Gwen as she smirked.

"Yeah, that's something I didn't need to hear this close to lunch," grumbled Logan as she walked off.

"You know, with his healing factor, you'd think he would have a bit thicker skin," said Gwen as she leaned over and kissed Peter. "But I'm happy how the training is going. You're my favorite sparring partner."

Peter looked at her. "You've always known how to pin me down."

Gwen shoved him against the wall and looked at him with a smirk. "Don't you know it, Pete."

"I think I do," replied Peter, before they kissed outside of the Danger Room. Gwen and Peter both got into their activities for a minute, but Kitty stumbled in through the wall which caused them to break up their fun.

Kitty seemed rather frazzled as she looked around to spot Peter and Gwen. "Hi, guys, sorry if I'm interrupting anything."

"Well, you aren't now," said Gwen, as she adjusted her crumpled up clothes and Peter did the same.

"Well, the new guy's coming here now, and I saw him," said Kitty as she looked around flustered. "I was wondering if my hair looked alright."

Gwen and Peter glanced at each other, amused.

"Your hair looks fine," said Gwen as she looked at the brunette mutant with a curious expression.

"Hey, Kitty, the new guy's in the next room now, Scott and Jean want the entire team out here!" called Bobby, from the hallway, as Rogue and Kurt stood at the end of the hallway.

"Oh, yeah, I'm coming," said Kitty as she looked over.

' _Keep your cool Pryde,' she thought to herself._

"What's with her today?" asked Kurt.

"Well she caught sight of the new guy and she nearly phased through the floor," said Rogue.

"Rogue!" whined Kitty. "Oh my God, I nearly embarrassed myself."

Kitty looked around to Peter and Gwen.

"Well, let's go meet the new guy," said Gwen as she looked at Kitty.

"I think Kitty would want to meet him more," said Bobby.

"Drake, I swear to…" started Kitty but Peter and Gwen moved past her.

Peter peered out and saw a young man, about nineteen or so years old. He stood in the adjacent room talking to the other members of the X-Men. A blonde haired girl of about six years old stood and shyly peered around the corner.

"Journey was rather rough. Nothing like the harsh winter in Russia, but we still had trouble getting here."

"Well it matters that both you and your sister got here safely, given the trouble we had in Russia," said Ororo as she looked at them. "Ah, great everyone's here right now. Everyone, this is Piotr Rasputin and his younger sister, Illyana. Piotr, meet Kurt Wagner, Rogue, Bobby Drake, Kitty Pryde, Peter Parker, and Gwen Stacy."

"Pleased to meet all of you," said Piotr as he looked at them all with a smile. "It is good to see such good people here, you all students at the school too?"

"Well most of us are," said Kitty as she jumped in front to talk. "Peter and Gwen, they aren't, they're just friends of the school. They crash here because of an…incident. I'll explain later, but not everyone is friendly to mutants."

"Ah, I figured as much," said Piotr. "Even in my country, they don't quite understand that we're just normal people with a few added talents.

Illyana peered out from behind her older brother's leg. Kitty and Gwen smiled at her, which she returned shyly.

"So what are your powers anyway?" asked Peter.

Piotr closed his eyes, as a thick sheet of metal appeared above him. "I can only hold it for a few moments, but Doctor McCoy has run some tests…"

"Indeed, I have," said Hank as he spoke up for the first time. "Piotr's abilities demonstrate he has durability and strength beyond that of most when he's using his power, like a colossus. Naturally training is required, but that is the purpose of this Institute."

"Cool," said Kitty as she looked rather impressed.

"It's a big place here," said Piotr.

"Don't worry, I'll show you around," said Kitty before she stopped and amended in a hasty voice. "If you want me to of course."

"That would be nice, Katya," said Piotr. "Illyana come with us."

The three walked off.

"Good thing we reached them when we did," said Scott.

"How?" asked Peter.

"Illyana is suffering from a rare disease," explained Ororo. "She needed treatment and their parents had recently died the previous winter. Piotr nearly made a deal that would have the direst consequences for both him and his sister."

"With whom?" asked Gwen curiously.

"Nathaniel Essex," said Ororo and Peter grew rigid at that news. His blood ran cold.

Anything involving that man was not good at all.

"What could Sinister have to gain?" asked Peter.

"We believe that Illyana's disease is actually a consequence of an earlier than normal X-Gene manifestation," said Beast. "That would make her a target for Sinister naturally. It also makes her potentially dangerous."

Peter opened his mouth and then shut it. The others had a look of disgust on their faces.

"We showed up just in time," added Angel. "Sinister's group of Marauders were ready to take the girl whether Piotr was willing to agree to a deal to allow him to treat her or not."

"They regretted it," added Jean as she recalled the battle. "Not that they made it easy."

"With Sinister, nothing's easy," said Peter.

"Hey, isn't that press conference about to start any moment?" asked Gwen as she checked her watch . "The one about Project Wide Awake."

Most of the group assembled and Logan already turned the television set on. Everyone scrambled around for a moment.

"Today, Norman Osborn, Bolivar Trask, and Senator Robert Kelly have pledged to create a security system that will track down fugitive mutants, no matter where they may hide. Project Wide Awake and the Master Mold Program will save humanity. Norman Osborn had this to say."

"My fellow Americans, as a father and as business owner, I will feel much safer inside my bed knowing that there is security from the mutant threat that has poisoned us all," said Norman. "The first Sentinel Prototype has neared completion and once tested, Master Mold will be able to iron out the flaws and mass produce them by the bulk. Sentinels will always be there, always watch over us all, and protect us from fugitive mutants."

"I echo Mr. Osborn's statement," said Robert Kelly. "For too long, we have felt unprotected. The Mutant Response Division has been a rousing success at keeping the mutants at bay. Fugitive mutants like the X-Men and Spider-Man will not be able to resist justice for long."

The people applauded that as the Sentinels were explained.

"They can't do that, can they?" asked Bobby. "Don't we have any rights?"

"Not in their eyes, we don't," said Rogue as she looked in.

"They're going to send mutant hunting robots after all of us," said Kurt.

"Guys, calm down," said Scott as he peered at them. "It looks bad, but Professor Xavier is going to meet with Norman Osborn and convince him not to put the Sentinels online."

"Convince Norman Osborn?" asked Gwen as she looked rather skeptical.

"Professor Xavier has a logical argument why these robots would be a damaging influence to humanity," said Hank.

"Yes, and surely Osborn will listen," said Ororo. "He's a father…"

"Yes, we know," interrupted Peter as he exchanged a look with Gwen, a pained expression.

Harry showed some signs of responses from his near fatal overdose. There was hope that he would be able to be moved from the hospital to a drug rehabilitation facility and hopefully he would be back on the job.

"Look, you don't know Norman Osborn like I do," said Peter. "When he's fixated on something, he's not going to stop. Logic rarely bothers him."

"I know you've fought Osborn, Peter," said Jean in a gentle voice. "If worse comes to worse though, there are more of the X-Men."

"Even as the Green Goblin he really doesn't stand much of a chance," added Bobby.

"Indeed, the odds do not seem to be in his favor," said Hank. "Should it come down to a battle, which I fear there is a chance."

"Look, you don't get it," said Peter as he put a hand to his face. "Norman Osborn's got unprecedented power and he's far more dangerous now than ever before. He's not just some guy in a mask. He might be actually worse outside of the costume than inside it."

"Peter's right, Osborn would wipe out mutants and most of humanity if he gained from it," said Gwen.

"No man can be that far gone," argued Ororo.

"We're not dealing with any man," said Peter.

"Aren't you overreacting just a bit?" asked Warren. "Yeah, you've fought Osborn before and he got the better of you. One on one, he's tough sure and he can give more of us a run for our money. The X-Men have beaten some rather tough people."

Peter turned in frustration. Norman Osborn was rather dangerous but the X-Men just seemed to be brushing him off as a non-threat at the moment.

Oscorp, Norman Osborn walked out of the elevator and Charles Xavier followed him in his wheel chair.

"Professor Xavier, while I'm intrigued by the presence of your company, I do a great deal of projects to oversee," said Norman as he looked at Xavier. "The first Sentinel Prototype is completed and tests need to be run."

"That is the precise reason I'm here, Mr. Osborn," said Xavier as he followed the head of Oscorp inside of his office. "I must ask you to reconsider what you are doing."

Osborn just looked around. "We're not too much different. We're collectors of oddities after all. Take this mirror for instance; I picked it up in Norway a little over two and a half years ago."

Osborn held the mirror. "It has given me divine inspiration for my work."

Norman turned to face Xavier as he opened up a desk drawer. "This ring, I acquired in a Chinese Temple sometime back. It seems to hold great power. But I have yet been unsuccessful in unlocking it."

Norman put the ring away.

"Yet, I collect artifacts and you collect young mutants," said Norman.

"I teach those who want the training to use their abilities," corrected Xavier.

"Naturally," replied Norman as he looked at Xavier. "I suspect you still hold the dream that humans and mutants can live together in harmony."

"That is indeed correct," said Xavier as he closed his eyes. "It is a sentiment that seems to be tougher. I had hoped the world would soon be ready. We are much alike."

Osborn just moved around his office.

"Mutants and humans, I believe in a peaceful world for all, where all are safe. This brings us to the reason why your plan may be a mistake."

"I don't make mistakes, Charles," replied Norman in a cool voice. "I correct them."

"The A.I. you developed, it's too unstable, the research Tony Stark and Reed Richards have done collaborated that," argued Xavier. "Did you even look at it?"

"For a pair of geniuses, Stark and Richards could both be rather dense in certain areas," said Norman. "Stark should spend his time staying away from indulgence and Richards should worry about the latest alien invasion or whatever nonsense the Fantastic Four is up to this week. Leave the saving of humanity to me."

"Mr. Osborn, I must really ask you to consider, the potential humans that will die," said Xavier.

"I've considered them," said Norman without missing a beat. "But humanity will be free and secure."

Xavier continued to argue his points but Norman just regarded them with indifference or amusement.

An alarm went off inside of the Xavier Institute as the entire X-Men united to see the sense of the disturbance.

"There's a huge electromagnetic disturbance in the air!" yelled Beast.

"It can't be…" whispered Angel as the doors of the Xavier Institute busted open to reveal the Master of Magnetism himself, who stood, with his arms folded.

"We thought you were dead, Magneto!" yelled Iceman.

"Death is rarely as permanent as you would think, X-Men," said Magneto as the entire assembled group was out to face him. "I do not wish to fight you. Unless you force my hand."

Wolverine rushed out at that moment but Magneto held his hand. The magnetic pull locked onto Wolverine and the mutant slammed against the wall several times.

"After all of those years, you'd think you would learn," commented the villain as Wolverine crashed to the floor, pinned down. "Charles should have house trained you better."

"Just wait, bub, one of these days," grunted Wolverine but with a gesture, Magneto fastened the mutant's mouth shut.

"I wish to speak to Spider-Man," said Magneto.

"Present," said Spider-Man. "You're looking rather spry for a dead guy, bucket head."

"After our encounter with the Red Skull, I fell through one of the vortexes into the Artic," explained Magneto. "There I used technology left in an abandoned fortress to heal myself back to my current levels. I only returned when I heard that Norman Osborn had been given power to hunt down and destroy mutants."

"Yeah, we've all heard that, but don't worry, we'll stop him," said Spider-Man

Magneto responded with a round of laughter. "Yes, we all know what you're idea of justice is Spider-Man. You allow these criminals to murder countless in their schemes. You have the power to put them down like the mongrel dogs they are, but like an irresponsible human, you choose not to."

"Hey!" yelled Spider-Man. "Twisted ideals about power and responsibility that you seem to have aside, I can't just start killing criminals. That would make me worse than the bad guys!"

"To think, I assumed you had potential," said Magneto in a bored voice. "Yet, you have been poisoned by Xavier's foolish rhetoric. Many of you have. You allow one diseased man to live that will kill hundreds or even thousands."

Spider-Man stopped and looked at Magneto. He could not formulate an argument against what Magneto said at the moment.

"And since you seem unwilling to, I will take the one step that will stop the entire thing," said Magneto. "By the end of today, I will kill Norman Osborn."

"Are you done talking yet?" asked Shadowcat. "You pop in here and are all like, 'X-Men welcome to die' and don't expect us to whip your butt!"

Magneto looked at them, as the X-Men prepared for battle.

"Get his helmet off!" yelled Phoenix and Nightcrawler popped onto his head, but a large sheet of metal slammed him in mid teleport. Rogue and Storm moved around into battle. They were knocked down.

"I do not wish to spill any mutant blood!" yelled Magneto. Several screws shot into the air and began to fire at the assembled X-Men group.

Cyclops blasted a beam directly at Magneto and staggered him. Angel flew in but Magneto held his hand and sent Wolverine off of the ground. Magneto slung Wolverine around to smash him into the various X-Men.

The entire team found themselves down inside the Danger Room where Magneto closed his hands and the metal smacked around them.

Spider-Man moved in but Magneto contracted his web shooters. They exploded and Spider-Man found himself buried in his own webbing.

"Never did fix that flaw, did you, Spider-Man?" taunted Magneto as everyone found themselves down on the floor and the Master of Magnetism buried them in metal.

He looked at the damage. "A fair warning to you all, if you wish to stop me, the consequences will be dire!"

Magneto left. Gwen appeared moments later and saw the situation. She stood, mouth open before she regained her composure.

"What happened!" yelled Gwen.

"Magneto happened," said Spider-Man as Gwen moved over to help him out of his own webbing. It took several moments but the two managed to get it accomplished. "Thanks."

"No problem," said Gwen as she embraced him. "Still a bit sticky."

"Well it's not like you're not used to having my webbing on you,' said Spider-Man as Gwen just shook her head, with a smirk. "So…this next part might seem insane…"

He took a breath. "I'm going to have to stop Magneto from killing Norman Osborn."

Gwen blinked. Silence followed for a long time before she responded.

"Well, that sounded insane," said Gwen as she looked at him and wondered what his reasoning was. "But…"

"If Magneto kills Osborn, that will give the government an excuse to hunt down mutants in cold blood,' said Spider-Man. "Not that they need much of one but that will push away what little sympathy mutants have."

"You've….got a point," said Gwen as she looked at him. "But…"

"I just wish the person I had to save was someone who actually was worth saving," said Spider-Man. "It sucks being the good guy sometimes."

"Well, you wouldn't be who you are, unless you saved people that you didn't really like," said Gwen as she pulled up his mask and gave him a kiss. "It's the right thing to do."

"The X-Men might be out for the count for a while," said Spider-Man. "I'm going after Magneto…wish me luck."

"Yeah, good luck, I guess," said Gwen before they exchanged one more kiss. It was not as long as they would like.

"I'll talk to you later, Gwen," said Spider-Man as he changed into his spare web shooters and loaded web cartridges up.

At those words, Gwen Stacy felt a chill run down her spine. She shook it off.

"I do hope that what I have has done has sunk in," concluded Xavier. "And I do hope you will consider changing your mind."

"My mind has been made up," said Osborn. "It is a wonder that you did not endeavor to change my mind."

Xavier grew rigid. If he was able to stand up, he would do so.

"After what you pulled three years ago, I would not put it past you, Charles,' said Norman as he reached underneath his desk. "Did you think I would forget?"

Xavier found the ground electrocuted beneath him as Osborn pressed a button underneath his desk.

"Go ahead, Xavier," said Norman as he looked over at Xavier and taunted his unconscious form. "Read my mind."

Magneto floated above Oscorp but Spider-Man swung right around. With two feet to the face, the villain was staggered.

Spider-Man turned to face Magneto but the Master of Magnetism was ready.

"You really think that you can defeat me, Spider-Man, with all of the metal at my disposal," said Magneto as he lifted a hand up into the air. A large chunk of the sign ripped off but Spider-Man ducked and rolled.

"Well, defeat, maybe," said Spider-Man. "You got to catch me first."

"Insufferable arachnid!" yelled the mutant as he began to hurl metal.

"Hey, with insults like that, Doc Ock's attorney will send you a cease-and-desist order," said Spider-Man as he somersaulted and knocked Magneto off the building. "Look, I know Osborn's a murderer, what he's done, but there are other ways."

"You're wrong, Spider-Man," said Magneto as he tried to smack Spider-Man with several street signs.

The battle continued. Spider-Man shot two lines of webbing and pulled off a large cinderblock to swing at Magneto. The Master of Magnetism dodged the attack and he returned fire in kind.

Magneto circled him and ranted. "I saw my people die when a government put power in the hands of a madman once before. I won't see it again. Even if I have to step over your dead body to get to Osborn, he will be at my feet!"

"You kill Osborn, and all mutants will die!" argued Spider-Man. "They'll hunt them down in cold blood!"

"I let Osborn live, and he'll kill us all," argued Magneto. "You spend much time defending a man who could kill all you care about!"

Spider-Man spiraled off the roof. Magneto flung at Spider-Man. The web slinger barely avoided impact and Magneto ripped open a side grate.

"You are merely an annoyance Spider-Man and still regardless of your interference, a mutant," said Magneto as he sent metal scraps at his enemy. "Therefore, I will deposit you in a location where I will be free of your bothersome interference."

Spider-Man spiraled down the vent and the web slinger was sent on a perilous trip down to the basement area of the Oscorp complex.

He landed with a huge thud.

' _Oh my ribs,' thought Spider-Man. 'And my back and my ego.'_

Spider-Man pulled himself up to try and find a way out of his predicament.

The MRD troops wheeled a secured and unconscious Charles Xavier down the hallway. Norman Osborn brought up the lead, with a smirk on his face.

In a flash, the guns pulled from the hands and the MRD troops were pinned to the wall. Magneto dropped down to face Norman Osborn.

"The Master of Magnetism, we meet again," said Norman.

Magneto stopped. "I had assumed Xavier had…"

"Yes you assumed right, but my memories returned," said Norman. "You and your Brotherhood embarrassed me, and no one embarrasses Norman Osborn."

"Embarrassment will be the least of your worries, you sniveling…"

The Master of Magnetism did not have a chance to finish his next statement. Osborn pulled a trigger of a wooden gun and a dart shot out. It impacted Magento's shoulder but he remained on his feet.

"You think a mere tranquilizer can stop me," said Magneto as he held his hands but all of the metal attracted to him.

Magento screamed as he could not repel the metal. Several super charged pieces of metal stabbed into his sides and legs. The Master of Magnetism dropped to the floor, buried underneath the metal.

"Put a collar on him before he recovers," ordered Osborn as the MRD moved in, dug the mutant out of the metal, and snapped an inhibiter collar on Magneto.

Both Magneto and Xavier remained powerless. Norman Osborn took a breath as he reveled in his own of triumph.

Two of the world's most powerful mutants in his custody, a thought that made Osborn give a sadistic and daunting smile.

Osborn turned as he spotted Spider-Man directly out of the corner of his eye. He walked over down the hallway to the Mastermold control center. Donald Menken and Bolivar Trask both waited inside.

"Spider-Man has found his way into the basement," said Osborn as he looked at Trask. "Ensure he runs across the Sentinel prototype."

Trask nodded as he moved to the control panel.

"Shut off the lethal protocols," added Osborn as Trask gave him a curious look. "I have my own plans for Spider-Man. He is merely the guinea pig."

Trask did as he was told, as Norman Osborn watched closely with bated breath.

' _Here marks the end time for all mutants,' thought Norman as he awaited the results of the test._

* * *

Spider-Man took a deep breath.

' _Osborn sure has a big basement down here,' thought Spider-Man as he moved forward inside and looked up. "Lots of room in here, I wonder why. I've got to have my wits about me…"_

Spider-Man immediately had been visited by his spider sense and he turned around.

Heavy footsteps echoed. Spider-Man remained rigid as he looked up.

A huge robot towered over him.

"And this must be the Sentinel," muttered Spider-Man.

He looked up right at the purple and silver robot. The face resembled that of a goblin.

' _Yeah, that's going to really reassure the people,' thought Spider-Man. "With any luck, the X-Men will come looking for me…I hope.'_

"Target engaged!" declared the Sentinel in a robotic tone and Spider-Man threw himself out of the way of a huge beam of light.

More beams of light struck the ground and Spider-Man dodged them, before he ran up the walls. A slick fluid shot of the robot and caused him to lose his footing right on the wall.

With reckless abandon Spider-Man aimed a kick. He bounced right off of the robot and the Sentinel tried to stomp him. Spider-Man rolled away and jumped up.

He wrapped several lines of webbing around the robot, but blades shot out to snap them. The wall crawler crashed onto some boxes. A blast of lasers shot in the air but Spider-Man dodged it. Another blast of lasers followed but this time, Spider-Man blocked them with porcelain tiles.

The impact damaged the robot and Spider-Man began to fling some more of the tiles. The Sentinel put a stop to that and knocked Spider-Man against the wall.

' _Regroup, focus, try again," thought Spider-Man._

Right back to attack Spider-Man went. He spiraled around the laser blasts.

He bounced off but the Sentinel glowed red. Spider-Man found himself repelled straight to the floor. The web head landed with a thud and sprung up. Webbing attack around the legs staggered the robot but only enough. More blasts shot on the floor, as Spider-Man hitched a breath.

' _This thing has to have some kind of weak spot,' thought Spider-Man as he swung around, and nailed it in the face. 'Not there I take it, given the stabbing pain in my foot.'_

Spider-Man swatted down and he picked up a large metal pole. He swung it with all of his spider strength. The pole clanged right off of the side of the Sentinel. The robot stepped back and aimed cables to try and get him.

Spider-Man grabbed the cable and shoved it into the electrical box.

The Sentinel jolted back but recovered.

"Built in surge protection engaged," declared the robot in monotone. "All mutants will yield to the will of Master Mold."

Spider-Man webbed onto pipes and tossed them into the air. They smashed into the Sentinel. Damage was caused but not enough.

Spider-Man dodged another blast but one impacted Spider-Man right in the chest.

He was launched off of the ground and landed with a thud right onto a stack of boxes.

"Mutant subdued," said the Sentinel as its chest plate opened and a black cannon aimed right at Spider-Man.

Orange light appeared as Spider-Man tried to pull himself up.

The light could be seen as Spider-Man was struck. The web slinger appeared to burst right into flames right before the very eyes of the Sentinel.

Nothing remained but a pair of black footprints on the ground.

**Continued in Chapter 95 End Time Part Two of Three.**


	95. End Time Part Two

**Chapter 95: End Time Part Two.**

Norman Osborn looked at the monitor for several moments that seemed to last much longer. He did not blink for a second. His amused expression dropped directly off of his face. Fists were clenched together and his head turned to his two subordinates.

"I told you to disable the lethal protocols!" yelled Norman as he got into Trask's face. Trask shuddered in fear. It took mere seconds for him to regain his composure.

"I don't know what went wrong, Mr. Osborn," said Trask as he shook in abject terror. He began to try to access the computer but his hands trembles. Sweat rolled down his palms. "One minute, Spider-Man was fighting the Sentinel and the next minute…"

Norman interrupted him. "I saw what happened. Spider-Man was a special situation, as you know."

"What's the big deal?" asked Menken as he spoke up. "You were likely going to kill the web slinger anyway. So why bother prolonging it? He's foiled your plans before…"

"Don't tell me things I already know, Menken," said Norman as he turned to face the man before he spoke again. "Or should I say, Mystique."

Menken grew rigid and turned to face his boss. "I don't know what you're…"

Several MRD guns were right on Menken. Menken turned and rolled, to dodge the laser fire.

"Well, I guess the game is up, Osborn," said Mystique as she shifted back to her normal form, and knocked the MRD around with a series of martial arts kicks. "How long have you been onto me?"

"Since very beginning," said Osborn as he watched her continue to battle with the MRD. She disarmed one and began to shoot right at it. She took a shot at Osborn but Osborn dodged, as the MRD restrained her. "So where's Menken?"

"At the bottom of the Hudson," muttered Mystique as she fought out, and began to knock them down one by one, before she picked up the office chair and smashed it through a window. "Sorry, Osborn, but I resign. No need to wish me the best in my future endeavors."

With expert grace, Mystique flung herself out the opened window. She transformed right into a raven and flew away.

"It doesn't matter, we have Magneto and we have Xavier," said Osborn as he watched the shape shifter leave. "Once the Sentinels are completely on line, we'll have them all, including Essex. Even if he cannot hide for long."

Osborn turned to check the radar. His expression twisted into more malevolence and greed.

"And the X-Men fast approach, no doubt to check on their leader," said Osborn as he turned to Trask. "Re-enable the Lethal Protocols. Let's give them a suitable reception."

"Of course, Mr. Osborn," said Trask as he hastened to do as he was told to avoid any further wrath.

The X-Jet touched down outside of Oscorp. The doors slid open.

"Going inside," muttered Cyclops to the entire team as they exited. "I don't think Magneto killed Osborn right now."

"Don't forget about Spider-Man," said Phoenix.

"Wasn't going to," said Cyclops. "Do you think he's here…"

"I don't know, I can't feel him," said Phoenix as she tried to lock onto Spider-Man's thoughts. She had a feeling of dread that she could not place.

"The web head better not have gotten himself blown up," muttered Wolverine.

"Logan, don't say that," said Shadowcat, biting her lip. She tried to remain positive.

Wolverine looked at her. "Yeah, well it's likely."

"Kitty, Kurt, take care of the outside security cameras," said Cyclops as he adopted a businesslike approach to the situation.

Nightcrawler and Shadowcat nodded before they disabled them one by one.

"So, quite the first day here in America," muttered Piotr in conversational tone of voice. "Are things usually this exciting…"

"No," said Iceman before he added. "This is one of our slower days."

Piotr had no idea if the ice powered mutant was being serious or not. Nightcrawler and Shadowcat returned from their little mission.

"There, all of the cameras are down," said Nightcrawler. "Osborn's got a lot of them. Do you think he knows we're here?"

"Oh, I'm sure he does," said Phoenix. "But we're ready for him."

"Yes, this will be some good practical training," said Piotr as he stood out straight.

"You really don't have to come with us," said Storm as she looked at the Russian Mutant. "This is a rather dangerous mission and…"

"I came to this country to help and that's what I'm going to do," said Piotr. "Plus I'm one of you X-Men right now. I'm just glad that girl was able to keep an eye on Illyana."

"Yeah, Gwen will take good care of her, don't worry," said Shadowcat as she looked around, as Angel and Beast joined them. "So are we ready to do this?"

"We are," said Beast.

"Yes, what's the worst that can happen?" asked Angel.

"Must you say things like that," grumbled Rogue. "Now you've just done and jinxed us."

"Calm down, Rogue, it won't be that bad, we're going to get out of this alive," said Cyclops. "The X-Men are united, no matter what, until the end."

Everyone nodded as they made their way inside. Several MRD guards stood in the hallway. The extended X-Men group scrambled.

An optic blast shot and knocked several of the MRD guards' guns right out of their hands. A slash of claws ripped the protections right off. Two guards phased right through the floor. The two MRD officers fell with a thud.

After several more moments, the MRD troops had been taken out.

Phoenix pulled one of the troops to his feet.

"Where's Spider-Man?" said Phoenix in a dangerous voice but the troop spat in her face.

"Forget it mutie, I'll never talk!" yelled the MRD officer.

' _Oh, I don't need you to talk,' projected the telepath right into the guard's mind. 'Just got to pick the information from your brain and you trying not to think about it has made my job so much easier.'_

"Jean?" asked Cyclops as the MRD troop slumped to the ground.

"Basement, that's all he knows," replied Phoenix as the group turned to her. "He's just out for a nice long nap, don't worry."

The X-Men stared at her, but had little time to argue the point.

"Osborn also has Professor Xavier and Magneto," added Phoenix and everyone reacted in an angry manner.

"Calm down!" yelled Cyclops. "We're going to find Spider-Man first, and then we'll rescue Professor Xavier and Magneto. To the basement, right now."

The X-Men scrambled to the basement.

The guard slumped against the wall, cross eyed. Drool dribbled down his chin.

Magneto and Professor Xavier remained fastened in restrains with inhibitor collars.

"Osborn might be a filthy homo-sapien, but he has planned for every contingency," said Magneto as he shut out the pain he felt.

"Well, while your choice of dialogue may be less than acceptable, I do agree in general," replied Xavier. "I fear I have obtained a bit of a blind spot as it pertains to Norman Osborn and the type of cruelty he is capable of. Much like most tyrants, he feels he is correct in his assessment and refuses to listen to reason."

The Master of Magnetism paused. "Do you mean like most humans, Charles? Again and again, I warned you that those barbarians cannot be reasoned with. They plan to send death machines after us."

"Erik, I feel that Norman Osborn is not the most logical representative of humanity," said Xavier. "There are others out there, with more enlightened attitudes. I do hope they inspire others to open their minds…"

"Opened minds do us very little if most of our race is slaughtered or imprisoned," countered Magneto. "I do admit that I underestimated Osborn but only slightly less. With each passing generation, humanity has gotten more twisted. Humans will never embrace us. Just look at what they do to their own kind each and every day. Never mind those who are different than them."

Xavier drew breath. "I do not deny that humans have been capable of atrocities. But some of your actions should be called into question as well. They are not the actions of a reasonable man…"

"The ends will justify the means, Charles," replied Magneto.

"I believe that was a quote from a human," said Xavier but Magneto refused to respond. "But we go around in circles. Our situation is most dire, along with that of all mutants and humans. We must work together to free ourselves and any others."

"Yes, I do believe that your suggestion has merit," said Magneto. "So, you wiped Osborn's memories three years ago?"

"You and I both know what happened," said Xavier. "When you stole Osborn's invention and kidnapped Osborn, to turn the entire world into mutants. The X-Men won on that day, but Osborn was not grateful. He threatened to expose us to the world. We were not ready. I…I had to wipe his memory of what occurred."

"You must have not done a good job," said Magneto without humor present in his voice.

"The Green Goblin formula, it must have restored his memories completely," said Xavier as it clicked. "On that day the five members of my first class were disturbed with what I did, but I made them promise never to reveal it to future members."

"So making children accessories to mind rape," called a voice from outside of the hallway and Norman Osborn stepped inside to face them all. "The great peaceful Charles Xavier, what would your supporters think? What would your other students think? The man who preaches about how humans and mutants should get along, took advantage of one and took his memories."

"Yes, it was a mistake, and one I regret," said Xavier but Osborn got into his face, until they were inches apart.

"Yes, you regret it," whispered Osborn. "But was it because you thought you were wrong or just because you got caught?"

Osborn remained silent and Xavier found himself unable to answer his question.

"The man who has all of the answers to why mutants and humans should co-exist, has no answers to my very reasonable query," said Osborn. "This will be an eventful day. While it is regrettable that I had no direct part in Spider-Man's demise, I will live with it. Your X-Men will be destroyed, physically and emotionally. Not to mention all mutants will be a non-entity."

"You have won nothing yet," said Magneto.

"Yet, I have," replied Norman who looked like a smug snake as he faced Magneto. "Creed laid some groundwork but he was nothing but hot air. Senators appreciate handsome campaign donations from big business. Humans don't want change. They want what's best for them. I'm giving it to them, in a fashion."

"You will pay when I get out of here!" bellowed Magneto as he tried to pull himself out but he remained in place.

"Will I?" asked Osborn in a bored tone of voice as he held up a silver coin. "I will let you leave if you do one little simple trick."

Osborn placed the coin down on the table. "Go ahead, Master of Magnetism, just lift this coin with your powers."

Magneto's face contorted with rage, as his mind flash backed to a similar scenario from his childhood. In his mind's eye, he saw the sadistic and sinister face right by him. The figure taunted him about his powers and told him to lift the coin. The sinister individual slaughtered his entire family right before his very eyes.

"Did I touch a nerve?" asked Osborn. "You can't lift the coin, because you've been brought down to the level of us pathetic homo-sapiens."

Osborn took a deep breath. He faced the two restrained mutants.

"I could kill you right now, but I'll allow the hopelessness of the situation to sink in," said Osborn as he cracked his knuckles. "I'll allow you two gentlemen to hash out your final moments and no doubt what may be a futile attempt to escape."

Osborn left the contained mutants.

"Let's see what we can do to get out of this situation," said Xavier.

"Let us hope your students fare better than Spider-Man did," said Magneto and Xavier closed his eyes. "We may have reached the end."

The two mutants spent the next few minutes in their attempts to escape. The restraints kept them right into place and the inhibitor collars continued to keep their powers locked. Two of the world's most prominent mutants had been rendered helpless as drowned kittens.

Time continued to pass as even between the two of them, they could not free themselves. Osborn accounted for everything.

The doors of the basement swung open and a figure moved from the shadows.

"Mutants detected!" said the Sentinel in absolute monotone. "All mutants must yield to Master Mold."

"Yeah, we'll see about that one," said Iceman as he tried to shoot a blast of ice. The Sentinel heated up and melted the ice, before it began to fire at the targets.

"Everyone stick together, don't let that machine divide us!" shouted Cyclops as he gave several blasts but the Sentinel blocked the attack. Angel dove right into the air, but was knocked to the side.

Nightcrawler popped up and the Sentinel aimed. With a disappearing act, the mutant moved right off of the head and the blast impacted the robot right between the eyes.

"How's your throwing arm?" asked Wolverine to Piotr.

"Good, my friend, very good," said Piotr.

"Then throw me up there," said Wolverine and Piotr just looked at him, before he nodded in understanding.

One Fastball Special launched Wolverine up into the air. His claws were bared and it plunged right into the side of the head. The robot staggered back a few inches, sparks flew out.

"Damaged, good, Pryde, see if you can phase through it," grunted Wolverine as he held up his claws.

Shadowcat nodded as she moved in and ducked right underneath the ground. She popped up and tried to push her hands right through it but blasted back. She landed hard backside first on the ground.

"No go on that one," grumbled Shadowcat.

"Let me try and get through," said Storm as the window broke open as high winds popped up and the Sentinel was struck by a huge burst of lightning.

Rogue was on the scaffolding and she began to distract the Sentinel. This allowed Beast to leap on its back. Nightcrawler popped right on the back and Cyclops motioned for everyone to scatter.

He pulled off his visor and an uncontrolled blast impacted the Sentinel.

"Error, damage, must need repairs, shields down," said the Sentinel in monotone as it stumbled around.

Phoenix pulled herself up and with a telekinetic blast, she began to rip the robot right apart. The Sentinel sparked and Wolverine sliced the legs. The robot began to shudder and Cyclops blasted the head off.

The Sentinel head landed on the ground and this time Shadowcat had been launched right through the chest cavity. She flew out as the Sentinel dropped down and busted apart.

Several metal parts flew to the ground. The Sentinel was completely destroyed.

The X-Men breathed a sigh of relief.

"That was not pleasant," said Storm as she took a breath.

"Tell me about it," grunted Wolverine.

"Yeah, but we did it, didn't we?" asked Shadowcat but she looked around. "Spider-Man should be down here somewhere…"

"Don't worry, maybe he's hiding somewhere, injured," said Piotr.

"I really hope so," added Rogue as she looked around but did not see one sign of the web slinger.

"Yeah the web head normally fights a lot harder than this," said Iceman.

"He was here," growled Wolverine as he sniffed the air. "But his scent…I can barely pick it up."

"Well at least we defeated that Sentinel," said Nightcrawler but three more lights blinked up.

"All mutants will yield to the will of Master Mold!" called three Sentinels in unison.

"Yeah, somehow I knew it wouldn't be that easy," muttered Rogue as the entire team faced the robots.

"SCATTER!" called Cyclops, as the X-Men moved around and they began to fight the three Sentinels.

"These are much tougher than the last ones," said Shadowcat.

"Well there is a good reason for that," said the voice of Norman Osborn over the loud speaker. "The first version merely collected data and scanned your powers. These three upgraded models will serve to contain you."

Cyclops blasted one of the robots but it blocked it.

"You can't win, Osborn!" called Cyclops.

"I can't?" replied Osborn. "I already have won the moment you came here today. You foolish children stepped inside my trap. I have Xavier already and Magneto. Soon the rest of you fall."

"What the hell is your problem with us?" demanded Rogue as she picked up one of the blaster cannons from the prototype and tried to blast one of the vile creations.

"Yes, I do find your hatred of mutants to be most confusing," said Storm as she kicked up a huge gust of wind. The trio of sentinels tried to back off and the battle continued.

"Well, this goes back a number of years," said Norman as the battle continued to rage on. "But why don't you ask the five founding members of your team?"

The entire team was caught off guard and nearly captured by the Sentinel robots.

"What the fuck is he talking about?" asked Wolverine as his eyes traveled to Beast, Angel, Iceman, Phoenix, and Cyclops who looked guilty.

"Ah, so many secrets, so many lies," said Osborn. "Well, it seems to be my responsibility to clue you in."

The Sentinels kept the X-Men back. The entire team was distracted and the battle raged on. Norman Osborn let the bombshell drop.

"The first battle of the X-Men was against the Brotherhood of Evil Mutants. They kidnapped a business owner who had an invention that would allow all humans to be turned into mutants. The X-Men won and your glorious leader, Charles Xavier decided that he felt there was no need for me to share your little secret."

"What are you saying?" demanded Shadowcat.

"Xavier wiped my memories of that day clear," said Osborn.

"NO!" yelled Nightcrawler horrified at the potential implications. It would mean that people like Creed were right.

"Yes," said Osborn. "Charles Xavier, the man who teaches to use your powers in a responsible manner wiped the memory of a simple human businessman. The man who crusades for mutants rights has a dream based on a foundation of nothing but lies."

"You're the one that's lying, you son of a bitch!" yelled Rogue.

"Do I lie?" asked Osborn smugly. "Angel, Cyclops, Beast, Iceman, Marvel Girl, would you like to clue your friends in on your little secret?"

The Sentinels continued to attack but the entire team was thrown off. Their teamwork faltered.

"Jean, Scott, someone!" yelled Shadowcat. "It can't be true, Professor Xavier didn't…"

"He did," said Cyclops in a despondent voice.

"Yes, he made us swear not to say anything," said Iceman as he closed his eyes.

"Xavier said he regretted it…" started Beast.

"HE WIPED SOMEONE'S MEMORY!" yelled Rogue. "That's the very thing that he preached to us time and time again not to do, to not abuse our powers…"

"The Sentinels, focus on them," said Wolverine as he gritted his teeth.

"Yes, we've got to focus," said Piotr. "I might be new but.."

"No, why even bother?" asked Shadowcat in a deflated voice, as she lost the will to fight. "Is everything we've ever done been a lie?"

Storm blasted the Sentinels back. "Yes, I understand your sorrow but we do have more important things to fight for."

"Is there a point to fight?" asked Rogue.

"Yeah, there is, we're still here," said Nightcrawler. "Remember why we're here…"

"Yeah, Spider-Man, I know," said Shadowcat as she took a deep breath and calmed herself down. "We'll worry about how much of a jerk Professor Xavier was later on, but right now…"

"Oh, and I nearly forgot," said Osborn as he continued to taunt them in a smug voice. "Spider-Man's no more. All that's left of him is a pair of foot prints."

This caused people to freak out.

"YOU MURDEROUS SON OF A BITCH! I SWEAR, IF I GET MY HANDS ON YOU…"

"Kitty, calm down…"

"NO, THAT BASTARD KILLED MY FRIEND! I'LL KILL HIM!"

Shadowcat imagined herself grabbing Osborn and phasing her hands through his chest, before ripping his internal organs out one by one.

"We've got bigger problems," said Phoenix who gritted her teeth as she tried to crush one of the Sentinels. She broke through enough of the protections. "We got to keep our minds on everything else."

"So what, are you going to wipe my mind too like Xavier?" challenged Shadowcat as she got in Phoenix's face.

"Everyone, please, calm yourself," said Beast.

"Or what, you'll have our personalities rewritten," said Wolverine.

"Xavier had his reasons…"

"Yeah, well his reasons lead to this and lead to the screwy situation we're in right now," argued Rogue.

"Osborn's trying to divide us," said Storm. "Please don't…"

"So you approve of the mind wiping, Storm?" challenged Rogue as she got into the weather witch's face.

"Guys, please…" started Cyclops, but several of the X-Men were blasted at once.

Nightcrawler was taken out. Beast landed with a thud. Shadowcat and Rogue dropped to the floor, as the Sentinels continued to close in on the divided and demoralized X-Men.

The battle raged on, with the half-hearted effort.

All seemed lost.

Facedown, the limp body of Spider-Man laid on the ground. Ash and cinders flew through the air in the red sky of New York City. In a hazed manner, he shook off the cobwebs and pulled himself up to a standing position.

Spider-Man staggered right up against the wall as he looked up.

' _Where am I?' thought Spider-Man to himself as he inclined his head from side to side. 'Okay, let's see, I was fighting that giant robot. And then I just went poof. Then I woke up right here.'_

Spider-Man swung over the streets of New York City. He continued to do so for several minutes The lack of people disturbed him, given the city he was in.

The more he swung, the more he was alarmed. He dropped down and took in another breath of decayed air.

' _Okay, this is starting to freak me out right about now,' thought Spider-Man. "Am I dead? Is this what being dead feels like? Because if I died, I think I got sent to the bad place. Somehow I don't think I'm dead. But where is everyone? Where am I?'_

Spider-Man sat on a dusty bench. Several cars remained in the street but the windows were cracked. The shops around him had no signs of life. The shelves were not stocked.

"Okay, is anyone out there?" called Spider-Man but he only heard the echo of his own voice. "I must have got hit on the head. It's one of those concussion dreams or something. I'll wake up and everything will be alright."

His voice trembled as he said that.

Spider-Man continued to walk around the streets of New York and after some time, made his way to Aunt May's house.

His heart almost stopped when he saw that there was nothing remaining but a pile of dust. He walked over and he dug right through the debris. He saw a few tattered items in the house.

' _Everything's all gone,' thought Spider-Man. "Aunt May, no…this can't be for real."_

His panic continued to heighten a lot. He moved over to Mary Jane's house, but more of the same.

He continued to move around to places. The Baxter Building, Stark Industries, The Daily Bugle, even Midtown High were in various states of disarray. He grew rather tired and the lack of people continued to eat away at him.

"Okay, seriously, this is really not funny anymore," said the web slinger as he began to lose his composure. "Where are all of the people?"

' _They are all gone, Spider-Man,' echoed a girl's voice inside his head._

"Okay, now I'm hearing voices and they're female," muttered Spider-Man. "It took only two years, but my powers finally cause me to lose my mind."

' _You know, talking to yourself when no one is there is a sign of your instability just as much as hearing voices," echoed the female voice. 'You wanted to know where you were."_

'Yes, I wanted to know where I was,'" confirmed Spider-Man.

' _It's not the where you are that should matter, but the when you are,' echoed the voice. 'You are twenty years into the future, at the end time, with ninety eight percent of all humans and mutants having been slaughtered. The world is ruled by Master Mold and run only by efficiency and logic.'_

Spider-Man looked absolutely horrified. Everything he held dear was lost and he could do nothing to stop it. He tried to get it together to hold onto his sanity.

"Great, so I was unconscious for twenty years then," said Spider-Man.

' _No, twenty minutes,' replied the girl. "Well from your point of view. A split second before you were hit, I transported you into the future. Right from the point where it was easiest for you to do what needs to be done.'_

"What needs to be done?" asked Spider-Man. "Why did you bring me of all people here?"

' _Because you were the best one for the job,' replied the girl. 'But come to the Xavier Institute or what's left of it rather. It's about the only place that can shield us from Master Mold, at least for a short time. I'll explain everything to you."_

"Right, I'll swing over," said Spider-Man.

" _I just hope I'm not swinging into a trap,' thought Spider-Man as he made his way to the Xavier Institute._

Once again Spider-Man swung until he reached the Xavier Institute. He stopped, as the doors of the Xavier Institute were opened but a good portion of the building was totaled. With expert ability, Spider-Man entered the building through the shattered windows.

Furniture was overturned, appliances were cracked. The walls had scorch marks, what little of them stood up that is. The carpet was also scorched and burned.

' _This just keeps get better and better,' thought Spider-Man as he walked into the Xavier Institute and looked from side to side._

"Good, you made it here without problems."

Spider-Man looked up to see a young girl floating in mid-air. She was dressed in black and red. Flowing red hair reached down past her shoulders and she looked upon him with green eyes. On the right side of her head contained a yellow mark that resembled a phoenix.

"Jean?" asked Spider-Man but he stopped himself. Her voice was completely different.

Plus Jean always tapped his spider sense when she projected mentally.

The girl gave a sad smile. "No, Hope."

**Continued in Spider-Man Chronicles Chapter 96 End Time Part Three of Three.**


	96. End Time Part Three

**Chapter 96: End Time Part Three.**

Spider-Man looked confused. He had no idea what to make of this.

"The entire world is gone," muttered the wall crawler in absolute terror. "What happened?"

"Norman Osborn happened," said Hope sadly. "Or at least he started the chain of events. Master Mold was online, the Sentinels were mass produced. Most of the mutants on Earth were murdered, captured, or severely injured. Very few survived. Then the Sentinels went after humans too. Master Mold decided that mutants evolved from humans, therefore humans must be destroyed for their own good, to save them."

"What kind of twisted logic is that?" asked Spider-Man.

"The logic based off of a creation based on Norman Osborn's brainwaves," said the girl as she looked around. "I've been sent here for one purpose. To help the child of the web go back and set right what was wrong once. I have learned a great deal about you Spider-Man, what you can do and what's yet to come, but that's not my place to say."

"Why me?" asked Spider-Man. "Just why me, of all people."

"Because, you have the best chance to stop this world before it starts," said Hope as she peered out of the cracked windows into the wastelands of New York City. "If we succeed, then we have a chance to save both humans and mutants from the events of that day. If I fail this time, all is lost."

Those words were not lost on Spider-Man. "Wait a minute, what do you mean this time?"

Hope paused before she elaborated.

"This is not the first time I've had this conversation with you, Spider-Man," said Hope her stoic resolve momentarily failed you. "I'm the current guardian of the Phoenix Force. Its power is both a blessing and a curse, especially combined with other abilities I have. It took every bit I had to pull you back through time in one piece. I had to grab you at the exact right moment; there is no margin for error."

She paused for a brief instance.

"Last time, I failed," she said to turn her face to hide her frustration. "I got you to this point, we succeeded in the mission but a miscalculation on my part sent you back much too late. Your mind broke from the grief. You went on a rampage and started to….well it wasn't pretty. People died because of what happened. You slaughtered many in your rage."

"I wouldn't do that," argued Spider-Man, horrified at the sheer idea.

"With the right series of events, no one could tell what they might do," responded Hope as her voice shook a little bit. "I-I had to seal your counterpart away in a safe place, where you could hopefully never break out. Especially when you got that thing on you and it bonded with you, on a permanent basis."

Spider-Man looked at her. He moved towards her and put a comforting arm around her. She pulled away.

"No, I don't deserve that, I pulled you out of the past and brought you to this world," she muttered. "I got you killed once before. If I fail this time, if I fail…"

She closed her eyes and seemed to feel the sorrow of all that was lost.

"I'll be condemned to experience everything that happened, trapped in a prison of my own torment, my own failure," said Hope as she turned around to hide her expression. "I've been given one more chance."

"Let's make it your best chance then," said Spider-Man. "Do you have a plan?"

Hope looked right at him and nodded. "Yes, I do. It's the same plan, but hopefully I manage to send you back at the right time. That's the only detail that's been changed. The X-Men of the future have been fighting the Sentinels up until this point well until recently"

The girl turned and leaned against the wall, to close her eyes.

"Master Mold finally caught up to us," said Hope. "I couldn't save them. They all got captured. I still hear their screams in my head as the Sentinels massacred them."

Her voice broke at the end. Spider-Man had no idea what to say as she moved further away from him.

"I'm sorry," he said.

"No, it's not your fault, it's mine!" yelled Hope. "No one that dies is your fault, don't you see that?"

She took a deep breath and calmed herself. "Anyway, a mutant inventor named Forge created a program that would disable Master Mold but it is based off of an earlier version, the first version from your time. I brought you here to help me retrieve it."

"Where is it?" asked Spider-Man, dreading the answer.

"Right in the middle of Sentinel Central," she replied.

Spider-Man nodded. He figured this would not be easy.

* * *

Down on the floor, the Sentinels continued to battle the X-Men. Several of them were out of the fight.

"Whatever happened three years ago, it doesn't matter now!" shouted Cyclops as he blasted one of the robots full force. "Our lives are on the line right now."

Phoenix fought one of the creations with full fury, as she watched Beast knocked into the wall. Iceman froze the legs of one of the Sentinels. The robot broke out and Iceman blasted back onto the ground. The mutant rolled out of the way.

Wolverine and Piotr fought hard, but they could not hold the fort for long, as the Sentinels continued to adapt and improve, before the two mutants blasted back. Two more mutants were down and four remained.

"Everyone stand clear!" yelled Storm as she summoned the full forces of wind and zapped the Sentinels with lightning.

It barely even scorched them. Storm got knocked down to the ground. Angel flew up to fight the Sentinels.

"Firing rocket," declared the Sentinel, as Angel dodged laser blasts.

The rock shot out and whizzed through the air through Angel. Angel tried to dodge but the rocket impacted his wings and ripped right through them.

The winged mutant gave a pained scream, as he dropped to the concrete floor. Blood splashed off of his wings, as they were mangled beyond all recognition.

Phoenix and Cyclops were the only two left standing against the Sentinels, which kept coming.

"We're the only hope," muttered Cyclops.

Phoenix closed her eyes. She could not access her full powers, in this enclosed of a space without injuring her team mates.

A wired net blasted out and wrapped around Phoenix. She tried to get out but a sonic wave caused her brains to scramble. She screamed as she felt herself bombarded by so many thoughts. Cyclops moved over, but the Sentinel blasted off his glasses. His optic blasts shot into the air and began to crack the ceiling. The ceiling caved in on him and knocked him out.

The entire group had been taken down, as the Sentinels put them in containment fields as per their directive. All of the X-Men found themselves trapped and brought before the MRD. They were fitted for inhibitor collars.

* * *

Norman Osborn watched the results right on the screen. He remained stoic as his hands folded over. The mighty X-Men were brought down before his feet. The mutants who the government bent over backwards to try and bring in, brought right before Osborn.

"Secure them," muttered Osborn over the communication link. "Once the transport is here, they'll be taken to the prison. They will be studied and picked apart."

"Right, Mr. Osborn," muttered the MRD Commander. "Congratulations sir, the world has won a battle."

Osborn just remained calm with agreement. He thought about every event that occurred today. How the X-Men just crumbled to dust. He had Xavier and Magneto. He would have the others in due time.

His mutant hunting machines proved their worth and then some. They were his grandest triumph. Once other countries saw how efficient they were, the offers would role in. If the money was paid up front, Osborn would share the technology with the world. The world would be united underneath the vision of one man.

The only regret he had was that he did not have a more personal hand to deal with Spider-Man. Yet he would remain calm.

Norman Osborn felt on top of the world. He had great power, which naturally meant he had the potential for absolute control.

He went to ensure that the X-Men found their way to their new home. More mutants would join them soon.

* * *

In the ash filled wasteland of New York City, two figures slipped around the shadows. The feeling that this was the final chance to fix a doomed future was all too obvious. If they had failed, all would be lost and the world would never be the same.

Spider-Man and Hope peered over a wall and they heard the click of metal from inside.

"You said ninety eight percent of the people were killed?" he muttered and she nodded. "What about…"

"Slave labor, it appears that Master Mold has a far greater scheme in mind, he wants total control over more than just planet," she replied as she looked over everything. "All we need to do is get in, get out, and get the program."

"Do you think it'll be that easy?" asked Spider-Man as he held web shooters at the ready, almost expecting his spider sense to go off at any moment.

Hope looked at the web shooters on him and opened her mouth, but then remembered he did not have those particular powers yet. The girl turned around and she motioned for Spider-Man to follow. They two stuck to the shadows.

"Right through that door," muttered Hope as she floated high above it to peer in over the top.

"How much you want to bet that program's right near Master Mold?" asked Spider-Man.

"I don't bet," said Hope. "And it is right near him, that's where it was the last time."

Spider-Man felt a feeling of dread that he shook his head from side to side. He watched as she pushed the door open. "Here let me…"

Hope pushed the reinforced metal doors open with ease.

"Or not," said Spider-Man with a shrug, as she mouthed for him to follow him. The two snuck right into the next room, to stick to the shadows.

" _This way," Hope projected to Spider-Man._

Spider-Man followed her around a labyrinth of tunnels and passageways. They continued this journey until they reached a locked set of doors leading to a central command hub.

"Greetings, Spider-Man, greetings!" called a very familiar yet different voice. "I've been expecting you!"

Spider-Man paused. The voice sounded just like the Green Goblin, only it had a slightly more mechanical nature.

"So, you little girl, you're back for me," echoed the voice. "Surely you've realized the folly in your little plan. No matter what, the world belongs to Master Mold. Humanity is flawed. Just like you. After all, you were unfit to lead them and they all died at the hands of the Sentinels."

Hope grew rigid but she had to focus. She experienced this night once before and could do it again.

"I'll stop you, I swear, I'll stop you," said Hope as she clenched her fists together, and held back her temper.

"Oh, don't be so melodramatic," taunted Master Mold.

"Can the act, Osborn, we know it's you in there!" called Spider-Man.

"Norman Osborn, Norman Osborn, he's no longer here," said Master Mold. "Even he was flesh and bone, with emotions flawed as all humans. All of his flaws had been purged, leaving only the echoes of the Green Goblin deep within my central processor."

Spider-Man pulled on the door with his strength. "Yeah, Osborn, Goblin, Master Mold, I don't care who you are, I'm stopping you right now!"

"That was the most logical response from you," replied Master Mold. "Once again, you have proven your flaws Spider-Man. Your fundamental logic flaw is you keep fighting to protect a world that hates you. You keep protecting a world that will persecute you. It defies all conventional logic which is one of the reason why you must suffer. One of the reasons why you will burn!"

Spider-Man pushed the door open. He entered and Hope followed him. The two stood to face off against an entire hoard of Sentinels.

The web slinger gulped. They were much bigger than he remembered.

"The program, it's over there, isn't it?" asked Spider-Man as he pointed past the Sentinels and Hope nodded. "I thought so."

The Sentinel's closed it and prepared to start blasting at the two heroes. Hope held up a hand and placed a telekinetic shield directly over the both of them. The attacks were repelled.

' _Just follow my lead,' projected Hope to Spider-Man. 'Follow it, and we'll be fine.'_

She did not add her thoughts of dread, as she let go of the shield and Spider-Man swung right around. He managed to weave around and the three Sentinels took each other out with several blasts.

Spider-Man ducked and weaved around to the side. The web slinger continued to follow the path. The humming of the sentinels fired at him. Spider-Man spiraled right in the air. He did a somersault and landed on the head of one of the machines.

Hope moved over and began to blow up the Sentinels. She smashed through them, but there seemed to be an infinite number of them.

"Driven by your failure," taunted Master Mold. "Angst and guilt are extremely illogical. Forging a connection to other organic life is loathsome. Humanity is flawed. Once I have done what I need to this world, my will be projected on all of the worlds."

' _For a computer, he just won't shut up,' thought Spider-Man as he took out even more of them. 'For some reason, the more of these things, the easier than are., one would think it would be the other way around.'_

'We're almost there Spider-Man, keep it together," said Hope as her eyes narrowed. "Get the program, I'm going after Master Mold."

"Be careful!" yelled Spider-Man as he swung and snatched the program underneath his arms.

"Sentinels stop him," called Master Mold. "Spider-Man must not be allowed to leave here alive. Past, present, or future, he meddles in my plans."

"That's right Osborn!" taunted Spider-Man as he dodged the torrent of pumpkin bomb shaped explosives. "No matter what form you take, you can't beat me."

"Norman Osborn is no longer, all parts of humanity have been purged, and now you will be too!" shouted Master Mold.

Spider-Man threw the explosives back at his enemies and the Sentinels exploded in a shower of robot parts.

Hope moved over and began to pry open the right panel, as she shoved through the force-field.

' _Okay, right through here, he's in here somewhere,' she thought as her eyes glowed. 'He's left just enough of Osborn left for me to find him right here.'_

More explosions as she pushed through where a robotic green shell with a goblin face was scene, surrounded by purple light.

"You'd think you would get out of here, alive," taunted the voice.

"I don't think," said Hope as she pushed through. "I know!"

She blew through the field injured her hands. Hope grabbed the robotic shell with fury as her eyes glowed yellow.

"You harm me, then what?" taunted Master Mold. "Face it, your name is the ultimate irony of the universe, for you have no hope of stopping this. The future is set in stone, you cannot change the past."

She refused to answer. With a telekinetic blast, she ripped Master Mold to shreds. If a computer could feel pain, he would.

"You can't…send Spider-Man home, to what," managed Master Mold. "And what about you? You have no home, you don't belong anywhere!"

"You're wrong," said Hope through gritted teeth as she continued to push with her full powers.

The processor core for the Sentinels burned up with one last explosion as Hope landed to the ground.

At that moment, Spider-Man swung inside, right on schedule.

"Yeah, on time," she muttered, as he swung her out, as the Sentinel compound exploded in fiery death.

Hope floated right out of his hands, as his webbing snapped. She held him up and gave both Spider-Man and the shutdown program one last hurl through the door.

She shielded both of them from the blast but it took a lot out of her.

Hope and Spider-Man watched the Sentinel compound exploded.

"Got the program," said Spider-Man as he held it up.

"You did well, as always you came through when it counted," said Hope as she turned to face the ground. "I just hope I do well this time, when it counts."

"As hypocritical as it sounds coming from me, you really are being too hard on yourself, you know," said Spider-Man. "You just made a mistake."

She silenced him with a motion. "No a mistake is forgetting to pack your textbook before school. A mistake is forgetting to put your turn signal on before you change lanes. A mistake is forgetting your wedding anniversary. This is far beyond mistakes. If this doesn't work, I'll be condemned to feel everyone's suffering, for all eternity."

Hope let him speak once again as she took several deep breaths.

"It doesn't have to be this way," said Spider-Man. "Why don't you…"

"I know what you're going to answer and I can't," said Hope. "I've been sent here on a mission, to save all of humanity, and the price of failure is too high. Until the timeline is reset, I have to remain here."

"How long will that take?" asked Spider-Man.

"Days, months, years," said Hope as she turned around. "I can wait, believe me, time doesn't pass normally for me as it does for most."

"Just how old are you anyway?" asked Spider-Man curiously. She looked younger than he was, yet the way she was talking, she gave the impression that she had been around for a very long time.

The redhead just paused and gave a short answer. "Old enough to know better."

Spider-Man sat down on one of the benches and she sat down next to him.

"With great power, there must also come great responsibility," recited Hope. "I have the greatest power, but I've failed to live up to my great responsibility. I'm supposed to be a savior, but I've done nothing but screw up."

"You really fought hard against the Sentinels back there," said Spider-Man.

Hope just shook her head. "You're a nice person, Peter. I prey to every god there is, you don't ever become as jaded as I do."

' _I just hope Master Mold was wrong,' she thought to herself. 'I have to be able to change the past.'_

They both sat there as Hope decided there was no use holding it off any more.

"Okay, I can send you back in a little bit," said Hope. "Get to Master Mold and use the program, it should be pretty user-friendly, if you get in there in time. It will erase it."

"Then the nightmare will be over then," muttered Spider-Man but she did not answer.

"Only one thing left to do before you go," said Hope as she looked over at Spider-Man. "I'm going to have to wipe your mind."

"Wipe my mind?" asked Spider-Man.

"It's too dangerous to know too much about the future, paradoxes and it's just a big mess," said Hope. "I'm going to put a time delayed mind block on you, where when you shut down Master Mold, your memories will be gone. Except for one thing."

Spider-Man looked at her and nodded.

"Your strength, I'm certain has many advantages and many drawbacks as well, your powers can hurt as well as help," she explained. "So keep this in mind. Never catch a falling body in mid-air with your webbing. Instead, propel your body underneath the person and catch her in mid-air with both of your arms, before you gently decelerate the both of you."

The web slinger paused for a moment. "I don't understand."

"You will," said Hope as she scooted closer. "I'm going to apply the time block right now."

In a quick movement, she pulled off Spider-Man's mask so she could see Peter Parker and then she kissed him full on the lips. Peter was taken off guard, as she broke it off.

"Done," said Hope as she pulled away with a genuine smile.

"What is it with girls kissing me randomly?" asked Peter. "No offense but it's starting to make me feel…"

"None taken," she replied as she put his mask back on. "It was just that…it's the easiest way to get someone to hold still when the mind block is applied, without lobotomizing you anyway."

"I see," said Spider-Man as he looked at her, as if he questioned her sanity.

Hope added. "Plus, it's been statistically proven that nine out of every ten girls would like to kiss Spider-Man if they had the chance and if they could get away with it."

There was a moment of silence.

"They did a study on this?" asked Spider-Man in a mortified tone of voice but Hope just held up a hand.

"Good bye Peter Parker, and good luck," she replied without missing a beat, as she closed her eyes and Spider-Man vanished right before her.

Hope sat on the bench, completely alone once again.

* * *

Back in present day New York City, the MRD members began to have the X-Men placed in transport vehicles.

"This is it, it's really over," muttered Shadowcat as she looked over.

"Yeah, it is," said Nightcrawler.

"No, it can't be, not this soon," muttered Rogue.

"Come on Rogue, it's over!" yelled Shadowcat as she was restrained. "It's going to take a miracle to get us out…"

"You're fresh out of miracles, muties," taunted the MRD officer. "No one's going to get you out right now."

A figure shot two lines of webbing around the guns and pulled the MRD officers back to the ground. With expert precision, a figure somersaulted into the air. Webbing wrapped around the feet and the figure tugged. The MRD officer flew ass over tea kettle and landed on the ground.

With another attack, two more MRD officers had been webbed together.

The contained mutants looked up and Spider-Man looked at them.

"Spider-Man!" yelled Shadowcat in a surprised voice.

"We thought you were dead," said Nightcrawler.

"Yeah, well I got better," said Spider-Man as he managed to free them from the glass, before he figured out a way to get the inhibitor collars off of them. "Kurt and Rogue, free the rest of them, get everyone out of there. Kitty, you're with me, we're going to pay Master Mold a little visit."

"What?" asked Shadowcat, as Spider-Man tucked her underneath his arm before he fastened a line of webbing around and swung the two of them off.

"We're shutting him down once and for all so it doesn't happen," muttered Spider-Man.

"What doesn't happen?" asked Shadowcat.

"Just hang on, we're almost there, phase us through that door!" yelled Spider-Man and Shadowcat did as she was told.

The alarm went off inside the lab and security moved to contain them. Spider-Man grabbed a chair with webbing and flung it.

"Osborn's not here," muttered Shadowcat.

"Likely overseeing the transfer, good, he's distracted," said Spider-Man as he slid right underneath the charging security. He shot webbing around them and tripped them up.

' _That must be the computer,' thought Spider-Man as he looked at it and saw the name of the program. "Yep, I'm glad when I'm actually right about something.'_

Spider-Man reached but the Master Mold computer formed a force field around the perimeter.

"Problem?" asked Shadowcat, as she took out the remaining troops.

"Yeah, we can't get through," said Spider-Man but then it clicked. "So we're going to have to go underneath."

"Hang tight," she muttered as she grabbed Spider-Man. Both went in intangible and underneath the ground.

"Can you get the firewalls down?" asked Spider-Man.

"Piece of cake," said Shadowcat as she put herself in front of the computer. "Osborn's not counting on anyone finding this, is he?"

"So you'll get in easy?" asked Spider-Man.

The brunette mutant just gazed at the screen. "Well easy, maybe not, but it's totally no problem at all, just got to find the right security flaw."

A few more minutes, as Shadowcat heard a communication coming in. "Yes, what?"

"Kitty, where are you?" asked Cyclops.

"I'm right at Master Mold, with Spider-Man and I'm shutting it down," said Shadowcat before she paused and took a deep breath, then added. "I'm trying to hack a sophisticated A.I. in about two minutes before this place blows too…"

"Wait what?" asked Spider-Man.

"Yeah, Osborn's rigged this entire lab to blow up and take everyone with him, I'm sure he's long gone by now," said Shadowcat as she furiously hammered away on the keyboard. "Xavier and Magneto are on the third transport ship, disable it before it takes off and…if I don't make it, it's been an honor."

"Kitty, wait!" yelled Cyclops but she disabled all communication.

She looked over her shoulder. "Pete, give me the disc and get out of here. I'll disable it, don't worry."

"I'm not leaving without you," said Spider-Man stubbornly.

"I don't have time to argue…in," said Shadowcat as she took a deep breath. "Pop it in right now."

Spider-Man did so and the program uploaded

"Thirty seconds to self-destruct" muttered Spider-Man, as Shadowcat watched the progress.

"Master Mold is being deleted, let's go, now!" she shouted, as she dove through the floor and pushed Spider-Man through it.

The lab exploded to send fire and brimstone everywhere.

The X-Men along with Magneto watched outside.

"Jean, did they make it in time?" asked Cyclops. "Please tell me they made it."

Phoenix cleared the debris and underneath laid a rather battered but breathing Spider-Man and Shadowcat.

"Why is it that every freaking time I go on a mission, I end up physically scarred or almost blown up?" demanded Shadowcat, before she stopped coughing. Spider-Man staggered forward and nearly collapsed, but was caught.

"Everyone's in one piece," said Xavier.

"Yes, there's that," said Magneto as he winced. He still felt the wounds of Osborn's assault on him. "But for how long?"

"No, everyone's not in one piece," said Beast in a somber voice. "Warren…he took a really bad shot. The rocket tore through his wings. They might…not be salvageable."

"We'll get him to the infirmary, see what we can do," muttered Xavier as he inclined his head.

"None of this is your fault, Charles," said Storm.

"I feel as if everything that happened today, is my fault," said Xavier.

"No, it was the fault of one man, Osborn," said Shadowcat. "He nearly divided us…I'm sure you had your reasons for what you did."

"Yes, and I'll explain them in due time," said Xavier, as the X-Men, Spider-Man, and Magneto departed.

* * *

"Master Mold has gone offline, Mr. Osborn," muttered Trask.

"I know that, Trask," said Osborn in a stoic voice. With a simple movement, he reached inside a bag. "You forget the number one rule of computer programming."

He removed a disc from the bag and continued. "Always make backups."

Trask nodded as Osborn looked at him.

"I have the data from the original Master Mold before it shut down," said Trask as Osborn nodded. "We should be able to implement into the backup."

"Do so once we return to the MRD headquarters," replied Osborn. "We're going to mass produce the Sentinels."

Osborn sat, hands folded in his lap. He took careful steps to assure that no matter what occurred today, he won.

* * *

Gwen sat on the floor of the Mansion, next to Illyana, crayons and a coloring book right next to both of them. She heard voices outdoors as the X-Mansion doors opened and Gwen looked up. She saw Peter standing right there and she rushed him.

"Hi Gwen…nice to see you…" started Peter but her mouth on his shut him up, as they exchanged a kiss.

Gwen would have gone further but there were other people in the room after all.

"So glad you're back…all of you, it's getting rather late…what's he doing here?" asked Gwen as her eyes narrowed on Magneto.

"Recovering," muttered Wolverine in a surly manner. "Osborn knocked him around."

The X-Men filed inside, as Magneto sat himself down right on one of the chairs.

"You should let me treat your wounds," said Beast.

"Worry about your own, McCoy," said Magneto. "It will pass with me in time."

Angel was wheeled right into the infirmary, stabilized, but not out the water.

"So what happened?" asked Gwen, as everyone launched right into the story of the events of the day.

"He…nearly won," concluded Cyclops. "Norman Osborn nearly killed us all…"

"You were right, Peter," said Phoenix. "We should have listened to you…"

"Is it safe to talk about the real name thing with the super villain in the room?" asked Gwen as she eyed Magneto.

"Perhaps not, but it is rude to talk about someone like they're not really there," muttered Magneto. "One day, your mouth will get you killed, human."

"Yeah, I've survived this long," muttered Gwen as Peter gave her a warning look.

"Professor Xavier owes us an explanation about the mind wipe deal," said Rogue as she looked at him.

"Yes, it was a great regret I had," said Xavier. "Norman Osborn threatened to have us all hunted down…but I fear I only delayed the inevitable. I never did it before and I will never do it again."

"So, that's good, I guess," said Nightcrawler in a somber voice.

"Yeah, I suppose so, but…it's just hard," said Shadowcat. "Everything Creed said he was…"

"Correct in a fashion, yes but wrong in so many others," said Xavier.

"He took one speck of truth and turned into a maelstrom of hate," said Storm. "Osborn nearly divided us as well."

"If it wasn't for Spider-Man, we would have been so screwed," said Iceman. "He really came through us, when it counted."

"Kitty helped, I couldn't have defeated Master Mold without her," added Peter.

"Ah, it was really nothing," said Shadowcat.

"I think you're being too modest, Katya," said Piotr. "If it wasn't for you and Spider-Man, we would have all been dead."

"Have you chosen a codename yet?" asked Storm.

"Given what Doctor McCoy has told me, the name Colossus speaks to me for some reason," said Piotr. "Colossus it is."

"Welcome to the X-Men, Colossus," said Shadowcat with a smile before she added. "I hope you survive the experience."

"So, what did happen to you?" asked Cyclops as he turned his attention to Peter.

Peter opened his mouth but there was nothing but a complete blank.

"From the time I left until the time I got back, I really can't remember much of anything," said Peter. "It's a total blank."

* * *

In the future, Hope sat in the Xavier Institute, legs crossed together as she floated in mid air.

" _How long will it take?' she wondered. 'How long will it take for things to set right?'_

She remained rigid as she heard something.

"As long as it takes?" she muttered. "When will I be able to return?"

There was more silence but she heard the whispers right in her ear.

"I WANT TO GO HOME!" yelled Hope at the top of her lungs. "I did…I did everything that you asked me to do. He made it back this time, didn't he? Please tell me he made it back."

She paused and smiled when she learned that she had sent him back.

"But, everything's still…bad, I'm still in the bad future," she whispered. "Why didn't it change? Will it change?"

Once again, she had to wait for a response that only she heard.

"As long as it takes," said the redhead as her eyes glowed and her teeth gritted. "Yeah, I'm calm, calm, I'm cool, as long as it takes, you say."

She got her confirmation and spoke, as her voice trembled. "Please, don't go through with this. You can't do this to him. He's suffered too much. There has to be another way. He can't be the one, surely there has to be another somewhere."

There was a voice.

"Yeah, good to see you feel guilt," muttered Hope in a cold voice. "He's…doomed isn't he?"

She got no response for a long time.

"I…I…" Hope stammered as her resolve broke. "Why do you do this to me? You hate me, don't you?"

Hope's eyes moistened with tears.

"I just want to go home," she whispered, as she almost begged. "You can't, or you won't…."

She got her answer.

"I…guess I'm going to have to survive this, right here," said Hope as her voice broke. "It will be a nightmare…I'll wake up one day, and everything will be right again. We can change the past; it's going to be alright, isn't it?"

She only got some parting words.

"Yeah…I love you too," muttered Hope. "Both of you, I just wish…it didn't have to be this way."

She was left with nothing but her own thoughts.

Hope dropped down on the ground, curled up. She would cry herself to sleep but she had no more tears left to spare after all that had been lost.

She was all alone like she had been for a long time. The fact she was the guardian of a power that had driven every person who held it into insanity weighed on her mind.

The only solace was that Spider-Man was safe.

For now.

* * *

In an even more distant future, a blue faced man peered over several computers in a high tech base.

"Impossible," muttered the man. "The timeline has been altered. It has threatened to destabilize my rule over the Thirty Ninth Century."

The man worked over the computer. His lips curled into a malevolent sneer.

"Once I locate the problem, I shall be able to fix it," he muttered. "No matter what, Kang the Conqueror will not be denied."


	97. Assault Part One

**Chapter 97: Assault Part 1.**

Sitting before his computer, Norman Osborn furiously typed away. The Master Mold program nearly reached completion. The flaws of the original had been ironed out. Now all Osborn needed to do was to put in the command and mass produce the Sentinels.

A few more key strokes and Osborn uploaded the program. He awaited the fruits of his labors.

"Master Mold is now online," said the program.

"Excellent," muttered Osborn as he watched as the Sentinels were mass produced at a lightning fast rate. "Soon the city will be back the way it should be all along."

The door opened and a man in a lab coat entered.

"The results from your latest medical tests, Mr. Osborn," said the man.

Osborn snatched the paper away from the man and unfolded it. He read it. At first, it seemed to indicate he was the picture of health.

"Irregular heartbeat," he muttered as he blinked for a few seconds. Then he crumpled up the paper in his hand and tossed it in the waste basket. He felt fine, so therefore he thought the Oscorp doctors might need to be replaced by someone else who would give him a better report.

The businessman felt sweat pouring on, so he wiped his hand across his forehead. Osborn removed it to see flakes of skin coming off. His eyes widened as he looked at his hand.

At a brisk pace, Osborn bolted from his office. He went into his private bathroom. With a swift motion, Osborn locked the door behind him. He gripped onto the tile to attempt from

Turning towards the mirror, he stared at the reflection. His forehead sure enough, skin peeled off and his eyes appeared bloodshot.

In pure rage, Osborn smashed the mirror. It fell to the ground into a millions of glass pieces. His hands bled but the Goblin formula would take care of that quickly.

He left shattered glass and his own blood on the floor of his private bathroom.

* * *

"Either you join the Friends of Humanity or you're against us!" yelled a burly man, as a group of armored thugs moved in. Their numbers may have been depleted but their fanatical attitudes would not die.

"Just leave us alone, we don't want anything to do with this!" shouted a panicked voice, as a group of teenagers, about thirteen or fourteen cowered because of the grown men much bigger than them.

"Really, you clowns again?" said Spider-Man as he popped up to face off against the Friends of Humanity. "Did you get the memo? It's over, you lost!"

"We'll see about that, you filthy mutant freak," said the leader of the group as he twirled a baseball bat in his hand.

They charged Spider-Man with the intent to maim him. The web slinger dodged the attacks. He shot webbing and yanked the weapons from their hands. He somersaulted into the air and a flip kick took them out. The Friends of Humanity continued to attack.

"This is kind of getting monotonous you know," said Spider-Man in a mock bored tone as he continued to fight the Friends of Humanity. They tried to put up a fight, but their enemy security them one by one. "I can beat you guys in my sleep, you know…"

Spider-Man avoided the attacks and pretended to snore. He webbed the remaining members together to a light post. He turned and the teenagers thanked him.

"Alright, freeze Spider-Man!" yelled a loud voice and the MRD showed up, right on schedule, weapons pointed.

' _Yeah, we knew this was inevitable,' thought Spider-Man as he shot a net of webbing out._

"Sorry, got a hot date, got to go!" shouted Spider-Man as he picked up his camera and swung into the city.

The MRD tried to pursue him but they were unsuccessful in their attempts.

' _Off to stop in and pay a visit to old J. Jonah Jameson,' thought Spider-Man. 'I'm wondering if he noticed I hadn't brought him pictures in four months.'_

* * *

"PARKER, DID YOU THINK I WOULDN'T NOTICE THAT YOU HADN'T SHOWN UP FOR WORK IN FOUR MONTHS?" bellowed J. Jonah Jameson as he glared down at Peter with his beady eyes. Peter dodged the spit and pulled a disgusted face. He maintained his composure.

"Um, I was hoping that you might overlook that fact," said Peter.

"And technically, Peter's a freelance, so he can show up whenever he wants," called Betty Brant from the next room.

"Yes, thank you Miss Brant, I can handle this," said Jameson shortly. "Well did you just show up here to lollygag or did you actually bring me something?"

"Yeah, I brought you something, Mr. Jameson," said Peter as he held the photos out for Jameson to look at. "A parting gift if you would say so, photos from Spider-Man's latest run in with the Friends of Humanity."

"Good, good and by good, I mean not complete crap," said Jameson in his usual gruff voice before it clicked what Peter said. "What do you mean a parting gift?"

Peter just decided to let the bomb drop. "Yeah, the Daily Bugle, it was nice for a part time job, but I don't think I want to be a photographer for my entire life."

Jameson seemed beyond words.

"You ungrateful little ingrate!" yelled Jameson when he finally managed to find his voice. "After all I've done for you…"

"And I'm grateful, believe me," said Peter in a diplomatic tone of voice. "But I need to move on with my life. So thanks for all of the years of…paying me."

"Well, I think I can speak for Jonah and say that you will always be welcomed here if you change your mind," said Robbie as he turned to Peter, with a smile. "Best of luck to you, Peter, and hope you do good in the world. Right, Jonah?"

"Yeah, yeah, sure, sure," grumbled Jameson as he wondered if he could find another photographer that would settle for what Parker did. "So, Parker, you get money, um about two hundred dollars for your last efforts. Take the check from Miss Brant and get the hell out of my sight!"

"Right, and thanks sir," said Peter as he walked off.

"Well, you knew it was happening someday, Jonah," said Robbie, breaking the silence.

"Why did it have to happen today?" asked Jameson before he hastily amended in a gruffer voice yet. "Not that I care what Parker does. He's nothing but a punk kid who can decently aim a camera and the only one who actually got photos of that wall crawling reprobate."

"It seems to me like you're actually going to miss Peter working for you," said Ned Leeds as he popped in.

"Yeah, it seems like you might have been a bit fond of him, in your own way," said Betty with a knowing smile.

"I don't pay you to psychoanalyze me!" bellowed Jameson as he glared at Betty and Ned. "So get back to work!"

Betty and Ned both got the hint and Jameson sank down into his chair. The Bugle owner prepared to place a notice for another photographer. He hoped he did not have to go that ingrate Brock and offer him his job back.

* * *

"Peter, it's sweat of you to worry, but I'm really doing fine," said Aunt May as Peter, Gwen, and Mary Jane were at Aunt May's house, sitting around the table.

"Are you sure?" asked Peter, surveying his Aunt.

"Yes," said Aunt May in a firm voice. "The security system Doctor McCoy installed works well. About too well sometimes, as it scared off the poor mailman the other day. Thankfully we got that fixed."

She chuckled at the scene. It was kind of amusing.

She did sigh and add. "There have been some suspicious figures lurking around the neighborhood but I figured they were nothing to be concerned about. They get scared off. I lock my doors and if I need help, the X-Men are a call away. You're an adult Peter, no need to worry about me anymore."

"You know I do," said Peter.

"And you wouldn't be who you were, if you didn't," said Gwen fondly, as she squeezed his hand underneath the table.

"Yeah, he wouldn't be," agreed Mary Jane. "So I've been doing some thinking, after the little adventure with Mysterio. Maybe I would like to give the filming thing a bit more of a try. I took that class on a laugh, but I got the top grade for that project."

"We won't be telling Beck, that will swell his head so much it won't fit underneath the fishbowl," muttered Peter and Gwen and Mary Jane both laughed.

"So, I'm heading out west, to California after graduation, I'm looking into several schools out there," said Mary Jane when she finally regained her bearings. "With any luck, there will be something open. But I'll be sure to come back for a visit when I can."

"Hey, you've got your thing, we've got our thing," said Peter.

"What is your thing anyway, Peter?" asked Mary Jane. "After you took down Fisk and lost the scholarship..."

"Xavier wants us to help teach at the Institute," said Gwen. "He's willing to put up the money for both of us to go through ESU and get our degrees there in teaching and genetics."

"We might not be living there full time, when things die down, we're looking into a place of our own, maybe an apartment or a small house," said Peter with a forward look.

"Peter, I have the money, we can look into something nice," said Gwen as she looked at him as he opened his mouth to protest. "Dad made sure I didn't go hungry if something happened to him, and trust me, you don't owe me anything."

"That was nice of him," said Mary Jane, hiding the bitterness in her voice regarding how Gwen and her father had a good relationship.

Mary Jane on the other hand, well she had no need to go there. No one thankfully noticed.

"So, leaving after graduation, this weekend," said Mary Jane to change the subject. "Be seeing you before too long when I can."

"That's good, hopefully the three of you have good futures," said Aunt May with a smile.

She also had other hopes for both Peter and Gwen, but she decided not to voice them, to not to push them into anything before they were ready.

* * *

Eddie Brock had seen better days. At the end of the previous year, he was at the top of the world. The Daily Globe was booming, about to make J. Jonah Jameson live underneath an overpass. Eddie felt like he was king of the world.

Then everything just went all downhill from there. The Globe had its funding sliced when Wilson Fisk was put behind bars and exposed as the Kingpin of Crime. Then his photos were price high enough. So Brock found himself with less money and looming debts.

There were more budget cuts and rumors the Daily Globe might fold by the end of the summer. Which would mean Eddie Brock would be out of a job and in massive credit card debt. He thought the money would come forever and happy days would be here.

Brock refused to go down without a fight. He could still get that one dynamite photo. He would sell billions of papers and save the Globe.

Well, to be more accurate, he would be able to save his own job and not have the repo man after all of his nice things.

* * *

Norman Osborn sat, reading over massive print outs of medical tests. His eyes bulged as he read each note, his temper accelerating.

"The Goblin formula," muttered Osborn as he read the paper. "They're trying to say the Goblin Formula is causing my health to deteriorate."

Osborn ripped the paper to shreds and tossed it in the wastebasket. His nostrils flared and he felt flushed, but he shook it off. His heart beat harder against his ribcage.

' _Doctors, they know nothing," he thought in a hazed manner. 'The Goblin Formula was perfected. I managed to mitigate the risks. Everything is fine, I just need a stronger dosage. And then I'll be able to continue to save humanity. The Sentinels will stamp out the mutants and I will be celebrated as I should be.'_

Osborn kept mentally repeating doctors knew nothing over and over in his head like a mantra. He continued to breathe in and out, as he wiped his face off with a towel. More skin flaked off and Osborn just held his hands together. He drew more breath to try to collect his thoughts.

' _Nothing to worry about, everything's fine,' thought Osborn. "Just a minor health scare, you're in control. This is your body, you're in control, Osborn. It's nothing to worry about. The doctors know nothing. You're just misreading the signs."_

A knock was heard outside of the office. Norman Osborn reached into his desk and put synthetic skin on abruptly to hide the fact his face had deteriorated and turned green.

"Enter," replied Osborn and the door clicked open and Bolivar Trask walked inside. Trask nearly tripped over his feet to hand Osborn a piece of paper. Osborn took it and turned to Trask, to ask him a question. "What's this?"

"Just read it," said Trask in a frantic manner, as he feared what Osborn might do when he did when the paper was read.

Osborn took the paper away and he read it. He reached over as he felt his jaw loosen and snapped his jaw back into place. Then he acted as if nothing out of the ordinary happened when he finished the letter.

"The Supreme Court, who do they think they are to dictate anything to me?" demanded Osborn. "Don't they know what I'm doing?"

"Mr. Osborn, it says that it was unconstitutional, the entire Mutant Registration Act and Protect Wide Awake, and the Master Mold Program," said Trask as he braced himself and Osborn stormed over to the Master Mold Console.

Rage did not even begin to scrap the surface of what Norman Osborn was feeling. His fingers curled and he wanted to strangle every single member of the highest court of the land.

"Sir, they're likely going to have us shut down, it's over, the mutants win this battle," said Trask.

"Those mutants have won nothing!" yelled Osborn as he took several deep breaths. He staggered forward, and grasped onto a chair. He caught sight of himself in a mirror, one eye looked more bulged than the other. The veins within the eye looked rather green.

Norman Osborn sat himself right beside the terminal and began to type away.

"Fine, I'll fix it right now," said Norman Osborn as he knew what he had to.

"Orders sent to all Sentinel robots. Hunt down all mutants, and all who attempt to defend them. Lethal force is mandated."

Trask opened his mouth but the second command Osborn issued threw him even more for a loop.

"Self-destruct sequence initiated in three hours, all Sentinel robots energy cores will meltt down, initiating lethal chain reaction."

Trask stood in the shadows, paralyzed with absolute fear as Osborn did the deed.

"Override sequence, all locked out from further commands."

"Y-y-y-you can't do this!" yelled Trask. "Countless human beings will be slaughtered…"

Osborn just turned to give a tooth rotting grin. It struck Trask just what type of man he was dealing with right now.

"It's important that the mutants are taken out of the equation," aid Osborn, beyond all reason. "And don't tell me what I can and cannot do Trask. This is my company and I'LL DO WHATEVER I WANT!"

Osborn snarled the last words, as Trask left the office as quickly as his feet could carry him. He knew Osborn had slipped rather hard down the sanity slope and wanted to be nowhere in sight.

Norman Osborn turned into the mirror. He was on top of the world. He had everything under control.

Yet, everything fell apart, but he would put it back right.

If people died, well to make an omelet, one had to crack a few eggs.

Osborn retreated to the adjacent lab. He entered a chamber and pulled the valve. The green gas released itself and swirled around him.

A smile appeared on Osborn's face, his features repaired. So to speak, he felt the sweet pleasure of release as he walked out, a new and refreshed man.

His heart beat a little stronger and he checked his reflection which was back to normal.

Now he would wait for the world to change in his image.

* * *

The smell of spring was in the air. The flowers bloomed and a nice gentle breeze blew through the air. The sun shined and the birds chirped.

It was the perfect day.

Peter and Gwen walked up a grassy hill towards a gravestone. Peter stood right beside her wearing a blue and grey shirt and jeans, with tennis shoes. Gwen's long blonde hair flowed back, she wore a modest black top that was an inch or two short. She wore black leather pants, and tennis shoes.

"Thanks Pete for doing this, I really appreciate it," muttered Gwen in a quiet voice.

"It's only the closure you deserve, even if you had to wait six months," said Peter gently, as he placed his arm around his girlfriend's bare waist as she leaned right into him, her head inches away from his shoulder.

They both looked at the gravestone that read:

_George Stacy._

_February 27_ _th_ _1960-December 25th 2010._

_Heaven needed someone to run their police department._

"Dad, um hi," whispered Gwen as she broke down in tears, but Peter wrapped her up tight in a hug. His arms around her were a source of comfort. So it gave her the strength to continue. "I just want to say…goodbye, sorry it took so long. Just so much to do, and it will hopefully be a long time before I see you again. I just hope you understand. Peter told me what happened and don't worry, I never blamed him in the slightest. Osborn and Octavius, they did this and…well it's just not fair they get to walk free while Peter gets hunted down."

Gwen faced her father's gravestone without blinking, as she summoned the strength she needed.

"I hope you're in a better place, and you and Mom, are watching," concluded Gwen.

"Yeah, Captain Stacy, I really hope you're doing well wherever you are," muttered Peter as he talked to the gravestone. "Uncle Ben might have taught me that with great power, there must also come great responsibility. But even with no super powers, there also comes a great responsibility if you have the chance to do something worthwhile."

It was a somber situation as they looked at the gravestone.

"I'll take really good care of Gwen, I won't let anything happen to her," whispered Peter.

"Yeah, and I'll do the same for Peter," said Gwen as the two gave each other some support to both stand and to get through this. "The two of us together, I think we can take on anything, no matter how bad the world gets. And I hope that makes you smile. Goodbye, Dad, rest in peace."

"Yeah, goodbye Captain Stacy, and don't worry, Spider-Man will be there always," said Peter.

Gwen and Peter stood at the gravestone for several more minutes, before they took a walk away.

They walked in silence, until they reached a park right across the street from the cemetery. They walked inside and sat themselves down on a park bench.

"Beautiful day isn't it?" asked Gwen breaking the silence, as she rested her head against Peter's shoulder, his arms still wrapped around her.

"Not, as beautiful as the wonderful young woman in my arms," said Peter with a smile and Gwen laughed.

"Still the charmer I see," said Gwen as she looked at him fondly. "Well you're not too bad on the eyes, yourself."

The two sat together for a little bit longer. The adversity of the past few months that would have pushed most apart seemed to have drawn them together.

"Quite a year," muttered Gwen. "The Red Skull, the Master Planner, the Friends of Humanity, the Gang Wars, Sentinels, and everything else in between. Oh and what happened to Harry."

Both allowed themselves a moment for their mutual guilt regarding Harry Osborn. They did have some hope that he would be moved from the hospital by the end of the summer and hopefully enter rehab, but nothing was for sure. He really did a number on himself with his vices.

"Yeah, it was," said Peter as he held her in close. He stroked her hair, as Gwen sighed into his shoulder. Peter added in an absent minded voice. "But, look on the bright side, this insanity that will give us some stories to tell our children years down the line."

Gwen Stacy said nothing, but she had a smile on her face that Peter could not see.

"You're so beautiful, both on the inside and the outside," said Peter, as he spun Gwen so they were face to face.

"Yeah, you too," whispered Gwen as she turned to whisper in his ear. "I love you, Peter Benjamin Parker."

"And I love you too, Gwendolyn Marie Stacy," repeated Peter, as the two looked into each other's eyes like they were staring into their very souls and leaned forward. It was like the world had stopped right around them.

Their lips met in a passionate kiss, as they embraced. The world belonged to them and the love they felt for each other. The day was perfect.

Right until Peter's spider sense went off.

The kiss broke and Gwen's eyes widened. She would be slightly annoyed if not for the seriousness of the situation.

"What could it be now?" asked Peter as he looked up and saw right over the fence. Gwen joined him, as they stood side by side, mouths opened and transfixed at the sight before them.

The panicked populace bolted as the Sentinels marched into New York City. It was like an entire army of them had been unleashed into the city.

Everyone ran for their very lives.

"Destroy all mutants and anyone who assists them!"

One thing was for certain, the day had gotten a lot less beautiful.

**To Be Continued in Spider-Man Chronicles Chapter 98, Assault Part Two. Featuring the Sentinels against everyone (heroes and a few villains).**


	98. Assault Part Two

* * *

**Chapter Ninety Eight: Assault Part Two.**

The news of the attacks reached the city in near record time, and the news reporters were on it immediately.

"It may be the end of the world as we know it!" narrated a news reporter. "New York has been invaded by Sentinel Robots. Word has come in of a very public meltdown on the part of Norman Osborn, owner of Oscorp, who has kicked everyone out of the building so he can be alone in his hour of triumph, or so our sources claim."

There was a long pause, before the reporter continued. "He claims he wants complete peace for humanity, but he may bring our end. Is this the ultimate act of murder-suicide by a man who has been pushed to the brink? Keep watching us here at Channel Six news until the very end."

The Ravencroft Home for Mental Illness was not immune to the chaos. Many patients freaked out, as they feared their lives may be rapidly dwindling to an end.

Except for one, a crazed patient, with red hair, who jumped up and down with sadistic glee, as he cheered the news before him. "Yeah, show them, Osborn! Blow up all of those filthy mutants! And if you take down those humans, well they had it coming!"

"Shut up Kasady!"

"No way, man, Norman Osborn's doing something that should have been done a long time ago," said Kasady with sadistic mirth, as he watched the carnage unfold.

* * *

Aunt May stood next to the television, eyes widened, and hands clasped. She watched the news, as everyone else did. She wanted to say something, but no words came out.

She sunk on the couch. It seemed logical to turn the television off right about now, but it was like a bad car accident. Aunt May wondered about her nephew, if he was out in the thick of this.

The answer to that question seemed rather obvious to the old woman. All she could do was watch and hope for the best.

* * *

Deep inside his lair, Mister Sinister watched the broadcast, eyes focused intently. A twisted smile appeared on his face, but he did wonder how this would play into his inevitable plans.

He barely heard Miles Warren walk up to him, as Sinister commented. "Well, this event was unexpected, but welcomed. A true test, as now they will be forced to adapt or be destroyed."

"Doctor Essex, the third copy is nearly ready," said Warren. "In a few days, we might…"

"Put it on hold for now, until I see the results of the events in the city," said Sinister, as he continued to watch.

Given his spy had been compromised; he had little information about Norman Osborn. So the Demented Darwinist played the matter by ear.

He made preparations to collect new and fresh DNA to harvest. It could prove to be useful.

* * *

The Daily Bugle was all in an uproar based on the events. In particular one man was frantically pacing, beyond all words, before he finally found them.

"WHAT IN BLAZES IS GOING ON?" demanded Jameson at the top of his lungs. "HAS OSBORN LOST HIS MIND? DON'T JUST STAND THERE LOLLYGAGGING, WE NEED TO COVER THIS!"

Jameson took a deep breath, as he tried to calm his shot nerves. He turned himself around and sunk down onto the chair. Ned Leeds stood right in the doorway.

"Leeds, go out and try to report on this," said Jameson in a tired voice. "If there's any readers left by the end of the today, they want some answers."

"Mr. Jameson, this might be the last story the Daily Bugle ever covers," said Ned, but he looked determined all the same.

"Then make it a good one," said Jameson after a moment's pause, before he added to Ned. "Stick with it until the end, but be careful."

Ned left. Betty sat at her desk, as she shuffled through papers. There was no rhyme or reason; it was just to keep her mind occupied as the Sentinels marched through the city. Robbie turned outside the window and watched. Battle could be seen and heroes seemed to move in.

How many could they save?

* * *

At the Xavier Institute, Sentinels marched onto the mansion. A magnetic pull held them back, as Magneto stood, teeth gritted, as the X-Men moved in.

"I warned Charles something like this would happen," muttered Magneto as he tried to dismantle the Sentinels.

Right across the lawn, Rogue rushed into the battle. Iceman shot an ice ramp, and Nightcrawler appeared. The X-Men engaged the Sentinels.

The Sentinels kept moving in and they smashed up the side of the mansion. The Sentinels seemed intent to destroy any resources they could use. Everyone managed to escape, but they were far from out of the woods yet.

Cyclops rushed forward, blasting Sentinels as he ran.

"Colossus and Shadowcat are getting Illyana and Warren to a safe place, they'll join us soon," said Cyclops frantically, as he fired another blast right at machines. Beast moved into the fray and Angel followed, heavily bandaged.

"Warren, I insisted you should have left for your own good," said Beast, an exasperated look towards his long time teammate.

"I'm going to help, even if it costs me everything," said Angel as he watched. He couldn't fly yet, and he wondered if he ever would again.

Storm swooped in, as she summoned a gust of wind and lightning blasted the Sentinels hard. The machines only got slightly damaged.

"I thought Kitty said she shut Master Mold down," muttered Iceman as he continued to freeze them in place.

"It's obvious Osborn kept back-ups," said Magneto coolly, as he reduced another Sentinel to scrap metal. "It does underline the folly of allowing him to live."

"Yes, but we need to focus on what's happening now instead of dwelling on past mistakes," said Xavier, as the Sentinels rose into the air and fired missiles. The missiles finished off the Xavier Institute, as it burned to the ground.

"We're so done, there's too many of these things," said Iceman.

"We're still breathing, ain't we?" asked Rogue, using a detached Sentinel arm as a weapon. Iceman slid down an ice ramp and took out more machines.

"We're going to fight until the end," said Cyclops. "The X-Men won't be defeated that easily."

* * *

"Okay, everyone calm down!" yelled Gwen, but everyone was in a panic. "Oh, don't panic, this situation is already bad enough as it is."

"Gwen, you're fighting a losing battle," muttered Spider-Man, as he shot a blast of webbing at one of the Sentinels, allowing a group of children to flee.

The whirling of helicopters signified the arrival of S.H.I.E.L.D. The moment they dropped down, they began to fire. Nick Fury appeared, directing traffic.

' _Fury's here in broad daylight,' thought Spider-Man. 'That really gives a perspective to how serious this is.'_

S.H.I.E.L.D fired on the Sentinels. One of the machines blew up in an explosion, but this only got the attention of the robots. They turned around, to march upon the agents.

Fury swore up a storm, as he fired his weapon at any robot that moved. "God damn Osborn, I knew this would fucking happen! That crazy son of a bitch and those bastards in Congress enabled him. How could they be so fucking stupid? Even a blind man could have figured out you don't trust Norman Osborn."

Over Fury's head, Daredevil appeared, to do battle with the Sentinels. The Director of S.H.I.E.L.D. moved around to get a damage report.

"Fantastic Four are fighting, Captain America and Iron Man are in the battle, X-Men are fighting, yet we're still getting our asses stomped!" yelled Fury. "Every single God damn hero we have, and…son of a bitch, some of my best men are being taken out!"

Spider-Man swung over to face Fury. "Having a bad day, Fury?"

"You know damn right I am, Spider-Man!" snapped Fury before he took a deep breath to calm down before he saw Gwen. "You brought your girlfriend here, don't you realize how d…"

With a swift movement, Gwen pulled the Plasma Cannon out from the limp hands of a downed S.H.I.E.L.D. agent. She began to fire, to damage one of the Sentinels. Fury watched.

"Never mind, just tell her to be careful," muttered Fury as he continued to fire on the Sentinels.

Spider-Man swung over to help Gwen.

"Gwen, Nick Fury says be careful," said Spider-Man, as he yanked the head off of one of the robots and swung it out of harm's way. He continued to help deal with anything he can.

"That's nice, tell him if he gets in my way, I might accidentally shoot his other eye out," muttered Gwen, focused and she continued to blast with expert coordination.

"Accidentally, accident or accidentally on purpose?" asked Spider-Man, but Gwen just responded by blasting one of the Sentinels in the face.

Iron Man swooped in and fired a blast from his hand. The Sentinel staggered. Spider-Man somersaulted in and kicked debris, to dismantle it. Captain America dropped down, and held his shield, before he threw it. The Sentinel got popped hard, and left him open to be finished off by Iron Man.

Right at this point, Nick Fury looked up to see the MRD show up. As always, they had their mind on only one thing.

"Spread out, get Spider-Ma…"

' _I'm done with these motherfuckers!" thought Fury angrily, as he blasted the MRD leader right in the chest._

The MRD looked up and found themselves being fired on by S.H.I.E.L.D.

"Not pulling this shit today!" growled Fury as he threw a grenade. "Just worry about your job another day! Of course, if you don't let me do my job, there might not be another day!"

Fury blasted at his enemies, as he watched the chaos. Following everything with one eye proved to be a challenge and the Sentinels kept coming. His men and women kept dropping like nine pins, but he had to fight.

The fate of everything hinged on his ability to deal with this crisis.

* * *

The Sentinels and the X-Men continued their battle, with the Xavier Institute completely destroyed.

"We need to regroup, retreat!" yelled Cyclops. "Until we…"

Beast interrupted him, managing to assess enough data from the limited equipment he had. "Actually, a retreat may be unfeasible."

He paused, before he continued. "These Sentinels have been programmed to have their energy cores explode in approximately seventy five minutes. Norman Osborn intends to take the survivors with them.'

"Are you sure?" asked Storm, as she tried to fight off more.

"My data seems to indicate that is the most likely and horrific possibility," said Beast, as he continued to fight.

Colossus and Shadowcat returned for the battle. Colossus engaged one of the remaining Sentinels, about six left in the group that attacked the mansion. The struggle was intense, as he damaged one before he was knocked back. Shadowcat went intangible and phased herself through one of the machines.

A loud crack and she landed on her backside.

"Yeah, dumb idea," she muttered.

Wolverine popped up. He grabbed Nightcrawler and Rogue, to pull them out of the way. Then, he gritted his teeth and bent his knees. Into the air, Wolverine jumped. His claws smashed right into the Sentinels. Sparks flew as the Sentinel staggered back.

"Chest's the weak spot, go for that," grunted Wolverine, as he looked at the rest of his team.

No sooner did he say this, one of the Sentinels said. "Shielding chest area."

"Yeah, that stuffs that plan," said Rogue, as she tried to fight. Iceman tried to freeze them, but the ice melted off of them immediately.

With a blast, Iceman went down. Magneto was down on the long. Xavier laid on the lawn, his wheelchair blown to smithereens.

Phoenix turned around, eyes narrowed.

"Everyone stand back!" she yelled, as she closed her eyes. She summoned her powers, as a large psychic flame in the shape of a large bird pushed out towards the machines. Two of the Sentinels were fried at once, but a third managed to nail her directly in the back of the head.

Jean dropped to the ground, as she was encased in a containment fluid.

Cyclops turned around to assess the situation. The X-Men found themselves surrounded by the remaining Sentinels nearby what used to be the Institute. They were battered, but not beaten.

Tactics and strategy would be required to take out these remaining three Sentinels.

* * *

Eddie Brock stood on a rooftop, a greedy expression upon his face. A camera held in his hands and he clicked it, taking pictures.

"Pure gold, I mean, it's not like the world's going to end or anything," muttered Brock as he snapped more photos. "So, I get my photos, and now, I'm going to be in the money once again! It's me, Eddie Brock, the man who saved the Daily Globe from bankruptcy, the best photographer in all of…"

"Potential threat, target engaged…"

Brock looked horrified, as a Sentinel stalked him. He tried to frantically explain. "No, I'm just a photographer, trying to make a living! I'm staying out of your way. Go blow up the mutants, they deserve it, rip them to shreds! Just let me do my job!"

"You have a potential weapon, therefore you must be eradicated," said the Sentinel, as its eyes glowed.

"Hey, I don't think…it's a camera you stupid robot!" yelled Brock as the eyes glowed red. "You know, think to take pictures…"

Brock did a dance to avoid the Sentinel's blasts. Spider-Man swung right from the distance, and grabbed Brock. The photographer screamed in horror.

His camera slipped out of his hand. Time stopped, as the camera spiraled right to the ground.

Eddie Brock watched it shatter. In his mind, he saw images of money burning and it was all Spider-Man's fault!

"Damn you Spider-Man, you broke my camera again!" yelled Brock. "Don't you know how much money you just cost me?"

"What's more important, money or your miserable life?" asked Spider-Man.

Brock seemed angered beyond words, as Spider-Man shoved him against a wall.

"This should get you to stay put!" yelled Spider-Man as he webbed Brock against the wall. "Now, just have a time out here, I've got a city to save."

Spider-Man swung back into the battle. Brock yelled angrily, but the words fell on deaf ears.

One day, he would get his revenge on Spider-Man. He didn't know how, but he'd make him pay.

* * *

Spider-Man swung back, where Gwen was holding her own in the battle.

"Yeah, hanging in there, thanks, but there sure do seem to be a lot of these things," muttered Gwen, as she carefully picked her shots.

"There are," agreed the web slinger.

"Yes there are and not that much time left to stop them all," said a man who stepped out of an alleyway to the side of them. He motioned for them to come over. Spider-Man and Gwen followed him.

"Just who are you?" asked Spider-Man.

"My name is Bolivar Trask, I helped Norman Osborn create Project Master Mold," said Trask. At these words, Gwen and Spider-Man looked at him, disgusted expressions on their faces (even though only one was visible). Gwen looked about ready to turn the Plasma Cannon on Trask. He backed up and continued to speak. "Look, I thought I was protecting humanity at first, but I think Osborn's lost his mind. He'll take innocent people down!"

"First, mutants are just as innocent," said Spider-Man, struggling to keep disgust out of his voice. "Second, the fact that you're naïve enough to think that normal people wouldn't have been caught in the crossfire in the first place, really is appalling."

Spider-Man paused, before he added in a sarcastic tone of voice. "And third, you think Osborn's lost it? What was your first clue?"

"Yeah, he sent death machines with a goblin face on them," added Gwen in a dead pan tone. "Not to mention, he planned to wipe out an entire group of people. So now, you're just thinking he's insane. Give me one reason, why I shouldn't just…"

"In about forty minutes, the Sentinels will go nuclear," replied Trask without taking a breath.

"What?" demanded Spider-Man.

"Osborn's set them to self-destruct, the entire city's going down, and the fallout will take others down too," replied Trask.

There was a long silence, as Spider-Man processed the information and then found his voice. "Osborn's mad that I foiled his plans, so he's going to cause Nuclear Armageddon!"

" _And remember, Pete, you had the chance to deal with him before, and you just had to let him live,' thought Spider-Man. 'No, no, we can't go down that road, but…I don't really know what to do.'_

"I think we can shut Master Mold down, or rather you might be able to Spider-Man," said Trask. "You did it before, perhaps it can be done a second time."

Spider-Man paused. He had no idea how he did it, and besides Kitty did help him a lot taking Master Mold down the first time. "Yes but…"

"We'll do what we can," said Gwen, in a shaky voice.

"Yeah, but we have to hurry, if we only got about forty minutes before these things go nuclear," said Spider-Man.

"Just swing me across town, and I'll point you to where the central control is, where you can access Master Mold's programming," said Trask.

Spider-Man held Gwen up underneath one arm and Trask underneath the other. Spider-Man swung with both above the city, as Trask gave him directions.

He hoped he didn't end up regretting this later.

* * *

"We're in the middle of a war zone right now, but at least most of the civilians are out of harm's way," grumbled Fury, as he saw Wolverine, Rogue, Storm, and Beast show up onto the scene. Fury stepped to meet them. "I was wondering…

"Yeah, lot of good getting the people out, when these Sentinels are done, "said Wolverine roughly.

"Do you have any idea what we're dealing with?" asked Fury.

"Potential nuclear meltdown, causing an explosion over a wide radius and likely some potential fallout," explained Beast. "Osborn plans to blow the energy cores of the Sentinels that are still active."

"Well, that just makes my day," grumbled Fury, shaking his head.

"Kitty's been knocked out, so she can't help like she did before," said Rogue. "And Spider-Man…where is Spider-Man?"

"Do I look like his babysitter?" asked Fury.

Rogue had it with Fury, especially given what he did in the past. So she let him have it. "I'm not taking this shit, not from you of all people, Fury, after, you…."

"Rogue, calm down, now's not the time, 'said Storm as she put herself between Fury and Rogue in an attempt to pacify the situation. She took a deep breath and continued. "Remember, if the Sentinels blow up, the city will not survive. Your grievances can wait."

"Yeah, shit's going to blow up, and we're going down hard," grumbled Wolverine, as he leaned back. "Any ideas, Fury?"

"I'm seeing if I can get more back up in," muttered Fury, as he worked with the communication links but this was a no-go. "Damn it, the frequency's jammed, well that's just great."

Fury moved to see if he could get something working, but at that moment, Thor appeared on the scene, as more Sentinels closed in. Thor held his hammer, as he summoned the full fury of his power.

"You machines be nothing, but metal frost giants!" cried Thor, as he smashed right through one of the Sentinels with the power that only he could bring. Thor swung his hammer once again, and again, he damaged the creations.

Storm kicked up a wind and blew several of the machines back, to damage them.

"Hawkeye and Widow are dealing with a situation with them out by the harbor," muttered Fury, but then he spotted a large black man with a yellow shirt jump in dressed in blue jeans. The new arrival turned to face the Sentinels.

The man got blasted squarely in the chest with an energy blast. He shrugged the attack off and punched the Sentinel back hard. The Sentinel staggered, as the man picked up a car bumper and flung it at the creation. His associate, a man dressed in green with a yellow mask showed up. An energy blast damaged one of the Sentinels.

"Luke Cage, Hero for Hire," grunted the large man as he faced Fury. He indicated his head towards the other man. "And this is my partner, Danny Rand, or Iron Fist."

"Nick Fury, Director of S.H.I.E.L.D." replied Fury.

"Good," said Cage. "Now I'll know who to send the bill to after this is all over."

Fury looked exasperated before he answered Cage's statement. "What…"

"Fury, I ain't running a charity you know," said Cage, before he cracked his knuckles. "Now, I got to punch some more of these tin cans."

Luke Cage and Iron Fist joined in on the battle, but a loud sonic blast caught Fury's attention.

A Sentinel was blown to bits, as Shocker arrived on the scene. Rhino followed fellow villain's lead and engaged the sentinels.

"What?" asked Shocker, as he saw Fury stared at him in awe. The criminal spoke once again. "If these things total the city, they'll be nothing left for me to rob. It'd put me out of my line of work."

Shocker blasted another concussive blast at a Sentinel.

"And these things stepped on me!" growled Rhino as he crouched down, preparing to attack. "NO ONE STEPS ON RHINO!"

Rhino rushed in and impacted the leg of the death machine with his horn.

"Well, times of crisis do make strange bedfellows," muttered Fury, shaking his head.

The battle continued to rage on, but the clock wound down to doomsday.

* * *

Trask lead Spider-Man and Gwen inside the central command. Gwen looked around, seeing the Master Mold computer and the countdown.

"So eight minutes," whispered Gwen, as she studied the computer intently. She smiled and spoke again. "No pressure or anything, right?"

"Hey, you hacked Reed's computers, I'm pretty sure you can hack whatever Osborn cooked up," said Spider-Man in a whisper to her.

"You think I can?" asked Gwen in a surprised voice, as she hid the smile on her face.

"Do we have any other options?" asked Spider-Man. "You're the smartest one here with things like this."

Gwen prepared to apply herself, and sat down, to begin her attempts to hack into this program.

"I don't understand, why aren't you doing anything?" asked Trask, as he faced Spider-Man. "I mean, you stopped Master Mold once, so you surely…"

"If I knew what I did, I'd tell you," said Spider-Man, frustrated at the blank in his mind. He checked on Gwen's progress after a moment. "Any luck?"

"There's only eleven active," said Gwen as she sat without missing a beat or blinking. "You know, I think…"

"That will still take out the entire state, and parts of New Jersey," said Trask, as he leaned against the wall, hoping for a miracle or divine intervention to take him out.

"Osborn's got this thing encrypted pretty well, and he's made it difficult to crack, but I think I can get around it," said Gwen, as she remained focused, intent, nothing else mattered right now. She had to succeed.

Spider-Man's spider sense indicated trouble was coming. At that moment, the Sentinels busted in, sensing Master Mold was in trouble. Trask looked up at his own creations and got blown backwards. He fell down to the floor, a large gaping hole in his chest.

Bolivar Trask had been killed.

Spider-Man fired webbing to try, to create a barrier to protect him and Gwen. The machines tried to bust through.

"Just stall them for another minute, Pete, I'm almost in!" yelled Gwen, as the Sentinels sliced through Spider-Man's webbing.

Spider-Man reloaded and reinforced the barrier.

"Yeah, I'll watch your back!" yelled Spider-Man.

"You always do," muttered Gwen, as she ignored the fact the timer seemed to be running down to the end.

The Sentinels tried to rip through the protective barrier, but Spider-Man once again reinforced the wall. He fought them like his life depended on it.

"Shut them down safely," muttered Gwen, as she managed to override most of Osborn's commands.

Two minutes and counting, the Sentinels blew through the protective barrier again. Spider-Man was down to his two last web cartridges.

' _Damn it, Osborn's fighting me every step of the way! ' thought Gwen frantically as she worked, sweat rolling down her face. "I got to…come on don't freak out now, Gwen. You can do this, get inside, and…yes I've just about got it!"_

"Not to rush you or anything," muttered Spider-Man frantically, as the Sentinels broke through the last line of defense.

Gwen bit down on her lip, nearly drawing blood from the action. She inputted the necessary command and sent it.

The Sentinels blasted up right into the sky. Spider-Man watched their progress, as they got further and further away.

"Gwen?" asked Spider-Man.

"I shut down the Sentinels and sent them into space; they'll break apart by the time they leave orbit," said Gwen. "And now, to finish off Master Mold."

' _And what I'm doing now would likely get me thrown into prison for cyber terrorism, if it wasn't for the circumstances,' thought Gwen, as she prepared to do the deed. 'Let's see, disconnect all of Oscorp's computers from the city network, and now access this, and we have a virus that will corrupt the system and erase the data, shutting down Master Mold for good.'_

Gwen got up and wrapped an arm around Spider-Man's waist. Spider-Man got the hint and swung them both out of the building, to safety.

The Oscorp facilities shut down, as Master Mold was erased. The nightmare was over.

The moment they made it outdoors, both of them breathed a sigh of relief.

"Gwen, you did it," said Spider-Man as he wrapped his arms around her. Half to hug her and half to keep himself to collapsing from exhaustion, as the battle worn him down much.

"Couldn't have done it without a little help," muttered Gwen, before she gave him a covert kiss through the mask when she saw no one was looking. She pulled away and added, "I might have nuked Oscorp's entire network, but I couldn't think of any other way to make sure Osborn doesn't try this any time soon."

"Oh, Osborn might have other problems," said Nick Fury, as he walked up to face them. "Namely, he's going to have to talk his way out of some heavy criminal charges. I wish I could say the same with me and this…"

Fury looked at the bill Luke Cage handed him, currently clasped in his hand.

"So, the robots are done, no more right?" asked Iron Man as he dropped down from the sky.

"Yeah, we're good to go," confirmed Spider-Man, with a nod.

Wolverine appeared at that moment and spotted Iron Man, before he approached him. "Hey Stark, you said you got a couple dozen extra bedrooms in your mansion, didn't ya?"

"Yeah," replied Iron Man, unsure what this had to do with anything.

"Then the X-Men's going to need them, until the Institute's rebuilt," said Wolverine. "It kind of got totaled by the Sentinels."

"Again?" asked Iron Man in an exasperated voice. "Isn't that like the third time or so this year…."

"Cut it with the smart ass act, bub," growled the mutant, as he stared down Iron Man."Are you going to put us up or not?"

"Sure, the more, the merrier," said Iron Man, as he prepared to figure out how he was going to deal with a dozen or so mutants crashing at his mansion.

Spider-Man turned to face Gwen, as she looked out into the city. The rubble from the battle was on the street and the smell of brimstone, along with blood would linger for time.

"If Osborn finds out what you did, he's not going to be happy with you," muttered Spider-Man, to Gwen.

Gwen considered this for a moment, but she maintained a brave face. "What's the worst he can do to me?"

Spider-Man decided that it would be best not to answer that question from his girlfriend.

* * *

Norman Osborn watched the clips from the security footage, as he practically foamed at the mouth like a mad dog. All of his well-thought out plans had been destroyed. Everything in his life flashed right before him, every single failure, and that was the one final push he needed.

Osborn rose to his feet, and then slumped down. His heart struggled to pump blood, his legs were weak. Yet, he was an Osborn. Mere physical flaws would not stop his keen mind. He staggered right towards the tank and pried it open.

Norman Osborn twisted the valve, right before he collapsed on the floor of the tank. The Goblin formula gassed him once again. After a few moments, he felt refreshed and absolutely recharged.

He saw it clearly; he knew who sabotaged his plans.

They would pay.

If Norman Osborn was going down, he would take the entire world with him. He would start with them.

* * *

Moments later, agents of S.H.I.E.L.D. stormed Oscorp and closed in.

"Alright Osborn, you're coming with us!" yelled the agent. "Lethal force has been authorized, so you can come quietly or…"

"Sorry, Norman Osborn can't come out and play," sang a voice from behind the locked door. "But I can!"

The Green Goblin blasted through the doors of the laboratory like a bat out of hell. The agents were on the ground from the initial explosion. Pumpkin bombs reigned down upon them.

On his glider, the Green Goblin blasted off. The villain barely even acknowledged the mangled corpses he left in his wake.

With an explosion, the widows blew open, and the Green Goblin flew through the sky.

Soon, it would be time, the final battle with Spider-Man!

* * *

**Coming Up Next, "Goblin Night Part One". Graduation Day at Midtown High, but the Green Goblin shows up as an impromptu guest speaker and also brings party favors for the graduating class of 2011. Goblin lures Spider-Man out for one final confrontation, right on the Brooklyn Bridge. Join us for Chapter 99, Arc 50 of the Spider-Man Chronicles.**


	99. Goblin Night Part One

**Chapter 99: Goblin Night Part One.**

The students of the Midtown High Class of 2011 walked towards their seats on the makeshift stage on the Football field. It was a beautiful and sunny day for the activities of this afternoon. Two students in particular walked a bit away from the graduating class, in quiet conversation.

Peter looked over his shoulder every few seconds, almost expecting for a bomb to go off.

"Jumpy today, aren't you Pete?" asked Gwen, as she peered into his eyes.

"You've heard the same rumors I did," whispered Peter, seriously in an undertone to his girlfriend. "Osborn's slipped back into his old habits. He's the Green Goblin once again."

"I know, I know," said Gwen in a gentle voice. "S.H.I.E.L.D. is after him, and when they capture him, it will be over. Even Osborn can't even find a way out of this one."

Peter appreciated his girlfriend's optimism in the situation. Still he had to think of the worst case scenario. "I don't know, Osborn's pretty slippery, and he keeps getting away. They thought they had him cornered, a few days ago. Fury said that he murdered all of the agents."

Gwen sighed, as she wrapped her arms around him. She then spoke to him in a consoling tone. "Pete, it's a beautiful day. We're finally graduating from High School after four years. We've got our entire lives ahead of us. After we get our diplomas, if it makes you feel better, you can go after Osborn. I won't mind."

"It'd make me feel better if I knew where he was right now," said Peter. Gwen nodded in agreement.

The two walked to their seats. They sat down with the rest of their classmates. Yet, a looming specter threatened to ruin the events of the day.

Both Peter and Gwen worked hard to reach this moment. They were the two top students of their class at Midtown High. Therefore, it would be an honor to finally get their diploma.

They sat back, as they prepared for the ceremony to begin. The remaining parents and guests filed in to the seats. The events of the day would begin within a matter of minutes.

* * *

At this time, the Green Goblin waited, as he made sure everything was in working order. It remained an exercise of patience to find the proper moment to strike and to enact his revenge. The warehouse once belonged to him as Norman Osborn, but had been shut down years ago. S.H.I.E.L.D. long since showed up and investigated it has a possible location. Right before he moved right in, and prepared to strike. Right now, Fury was chasing false leads, which left the field open for his plans.

The Green Goblin narrated to himself. "So begins the battle, the final battle with Spider-Man. It's been a long time coming, but now all of the pieces have aligned in place. Tonight, on this night, the final round, our game ends!"

Green Goblin ensured he had enough of an arsenal to deal with Spider-Man. Some were packed into secret compartments on his glider, while others were in a purple bag placed over his shoulder.

Green Goblin recalled his first battle against Spider-Man, with bitter amusement. It seemed so innocent, so much like a hobby to pass the time.

"The first time I fought Spider-Man was almost two years ago today," mused the Green Goblin, as it flashed in his mind, the memories fresh. "I had him finished off, I left him for dead."

The sadistic goblin's voice raised, with more fury, as he snarled his next words. "Yet, someone protected him, helped him, and allowed him to return to beat me. I know who, and at first, I thought the girl was just a mild nuisance at best. A curiosity, but then she decided to keep helping him."

The Green Goblin felt murderous rage as he recalled the last time she interjected her way into his plans.

"She helped him foil my latest and greatest plan!" yelled the Green Goblin. "There's only one conclusion that I must make. Tonight will be the night that Gwen Stacy dies!"

Green Goblin leaned back. Sadism appeared beneath his mask. He looked into the sky, then focused on the progress of the graduation ceremony across the street. The weather had been beautiful all week, with fluffy clouds, a nice breeze, and an even temperature. The sun shined bright today, and there was not a hint of rain in the forecast.

It was the perfect day to commit a murder.

"She's the one who made it personal," he muttered. "Now, she must pay."

The Green Goblin checked himself to ensure his suit was on right. "Let's see how well Spider-Man copes, how much of a hero he is, without her!"

The Green Goblin climbed onto his glider and blasted off.

' _After all, she's just as much behind the delusion of heroism that drives Spider-Man, as the one who got bit,' thought the Green Goblin, as he made his way to crash the graduation ceremony._

* * *

The Principal of Midtown High walked up to the podium. He tapped the microphone a few times, to ensure it was working. Once he knew it was, he began to speak. "Welcome to the Midtown High Graduation Ceremony! Please, everyone give a warm welcome to the Midtown High Class of 2011!"

The crowd of relatives and guests clapped politely. The assembled students sat on the chairs at the football field, as they awaited their moment to see the fruits of the last four years. The Principal allowed the applause to die down, before he spoke addressed everyone once again.

"Our guest speaker for today had to cancel due to a personal manner, so I would like to say a few words."

The man cleared his throat. "I see so many young, hopeful faces. It does seem like I make this statement every year, but it rings true for this class especially. I have the confidence that your future, whatever it may bring, will be a bright one. I hope for great things for this class of students, and know many of you will match or exceed the accomplishments of past alumni."

Another round of clapping, but suddenly Peter's head perked up. His spider sense went crazy.

"Sorry, sir, I was running a little late!" cackled a figure, as he zoomed right into the scene on his glider.

The Green Goblin flew above the field of Midtown High. Over his standard costume, he wore a rather stylish three piece suit. He zoomed right over to the podium on his glider, and snatched the microphone.

"Hello ladies and gentlemen, welcome to this little graduation ceremony!" said the Green Goblin in a booming voice, as he surveyed everyone. "I would like to say some of you have a bright future, but I do loathe lying to people."

Green Goblin just reached into his bag, before he faced everyone. He continued to speak to them in his most menacing voice. "So I'm going to put you out of your miserable existence right now. I've brought some party favors. It's a great way to close out your high school career, with a bang!"

The pumpkin bomb whizzed out of his hand, and connected with the ground. An explosion echoed, as green smoke filled the air. The Green Goblin removed his arsenal from his bag, to begin to lob his explosives like crazy. The pumpkin bombs flew into the stands, and a loud explosion could be heard once more. The assembled group of guests screamed in terror. The graduation class got to their feet, to evacuate, as the green smoke filled the air.

With mad intentions, the Green Goblin hurled another pumpkin bomb, with a horrific cackle. The bomb caught a few students in the crossfire. They had not been quick enough to duck.

In the crowd, Peter moved as fast as his feet would take him. He rushed off, glad he packed his costume. He had a feeling something like this might happen.

Nearby, Gwen looked around, having gotten lost in the chaos. Mary Jane showed up, and faced her.

"Osborn's lost it!" cried Mary Jane, as she heard an explosion of another pumpkin bomb in the distance.

"Yes, Mary Jane, I can see that," said Gwen in a patient voice, as she saw Peter likely already have gone off and changed into Spider-Man. "Just get out of here, save yourself, make sure Peter's aunt made it out! I'll be right behind you."

Mary Jane opened her mouth, but Gwen pushed her into the crowd, as everyone filed out, to not be near enough when more bombs went off.

The Green Goblin continued to hurl more pumpkin bombs, while he hummed "Pomp and Circumstances" in a crazed manner. He turned to peer at the evacuating crowd. "Ah, don't run, there's plenty for…"

Spider-Man interrupted Green Goblin, when he smashed both of his feet into the villain's mouth. With intense effort, Spider-Man slammed the Green Goblin hard into the busted bleachers. He struggled to restrain the villain, to give the remaining people time to save themselves.

With fury, the Green Goblin kicked Spider-Man off, and hurled a pumpkin bomb at the web slinger. Spider-Man dodged it, and the pumpkin bomb blew up the stage.

"Alright Osborn, you and me!" yelled Spider-Man, as he aimed a punch, but the Green Goblin dodged it and threw a razor bat at Spider-Man. He weaved out of the way, and continued the battle. "You wanted me, you got me!"

"Actually, Spider-Man, it's not you I want, not yet anyway," said the crazed villain. Spider-Man rushed him, but a pumpkin bomb was flung towards his face.

Spider-Man latched onto the explosive with his webbing. With a swing, he hurled it back at the thrower. The Green Goblin dodged, causing the bomb blew up rock. Spider-Man swung around. With heavy impact, he knocked the Green Goblin right further back into the football field. They continued to brawl, but Goblin pulled Spider-Man's mask over his face, before he punched away at him.

The Green Goblin recalled his glider with the remote control. The villain hopped up, and he rushed Spider-Man. With a hand extended, Goblin zapped him right in the chest with an energy blast. Spider-Man was hoisted up, high into the air.

With expert precision, Green Goblin hurled Spider-Man's body into the air. The wall crawler flew right through the goal posts. He landed on the other side of the ground with a huge crash. Goblin continued to circle Spider-Man, before he swooped down. Another pumpkin bomb, but Spider-Man averted that attack.

Both of the Green Goblin's hands found the wall crawler's throat, he was hoisted up. Spider-Man struggled, as Green Goblin held him a tight grip.

Then Spider-Man found himself hurled halfway across the field with a loud crash. Goblin circled him, and energy blast right from his finger knocked Spider-Man right into the bleachers. Green Goblin hurled a pumpkin bomb, but Spider-Man avoided it. He wrapped a web line around the post, and web swung over. That planned attack had been countered, when Green Goblin sliced through his webbing with a razor bat.

"No matter how many times you fight me Spider-Man, I've got the upper hand!" taunted the Green Goblin, as he removed his tie. He hovered down, and wrapped his tie right around the throat of Spider-Man. The sadistic menace tightened, as he tried to strangle the web slinger.

The web slinger gasped for air, as Green Goblin pulled him into the air. Spider-Man was dragged around, the tie wrapped around his neck. Goblin hurled Spider-Man down to the ground, and once again Spider-Man crashed to the ground.

The wind was knocked out of Spider-Man, and Green Goblin caught sight of his prey. He blew forward on the glider, causing the crowd to scatter. His hands reached out, as he tried to grab Gwen.

Gwen tried to rush away, but she found herself caught in the chaos. The Green Goblin ripped her off the ground. She struggled, kicked and squirmed.

"Come here, blondie, we're going for a ride," said the Green Goblin, but Gwen kicked him low, to stagger him. He grabbed her, tighter. "No, we'll have none of that."

He tightened his grip around Gwen's shoulder. Her knees buckled, and she collapsed down. Green Goblin secured her, before he flew off into the sky. He tossed a pumpkin bomb over his shoulder as a parting gift. The ground exploded, which caused dirt and rock to scatter in every direction.

Spider-Man looked up, absolutely horrified.

' _No, Gwen!' thought Spider-Man in a frantic voice._

He scrambled to his feet, as he knocked the crowd out of the way. He jumped up, and latched onto the city, before he swung after them. The web slinger's heart thumped against his chest, as he had a single minded obsession to catch up with them.

Yet, they appeared to have disappeared from sight. Spider-Man swung forward, frustrated and terrified for his girlfriend's life.

* * *

Spider-Man swung around, as his breathing continued to be heavy, and panicked. He could barely maintain his balance. His thoughts remained rather troubled and tormented.

' _This cannot be happening, this so cannot be happening, this really can't be happening. That bastard just grabbed Gwen, and I couldn't do anything to stop him. She's…no, she's got to be okay, she's Gwen, she has to be okay. I just…no she's got to be, she's strong. Why did Osborn grab her? He said he didn't want me, not now….Gwen shut down Master Mold last time. This is all my fault."_

Spider-Man cleared his head as he continued his travels. Angst and self-loathing could wait until later; he needed to focus on finding Gwen. He had to find her, before it was too late, nothing else mattered right now.

He stopped, as a large Jumbo Tron in Time Square came to life. He was greeted by the face of the Green Goblin.

"Hello, New York City!" cheered the sadistic madman. "And a special shout out goes to Spider-Man!"

Spider-Man clenched his fists. The Green Goblin was far from done taunting him. "The web slinger knows I took something, or rather someone , very dear to him. He's likely wondering where she is. Well wonder know longer. I have her on the Brooklyn Bridge!"

"Don't hurt her, Osborn!" shouted Spider-Man in a frantic voice. "It's me you want, leave her alone!"

Green Goblin cackled, and then spoke. "By now, Spider-Man is likely yelling at me, despite the fact this is pre-recorded. I can imagine a few heroic stock phrases he's using right about now."

His laughter was like torment, but he had more to say. "One hour, Spider-Man, in one hour, meet me at the Brooklyn Bridge. If you're one second tardy, then the girl will take a nice swim in the polluted waters below. I hear there might be sharks down there."

The Green Goblin paused, before he added as an afterthought. He then added, in a more threatening tone. "And I don't want to see any cops, or any of your super powered playmates involved. This is between you and me Spider-Man, one on one, man against man, goblin against spider! If anyone interferes with this final round, I've got explosives stashed all over the city."

Green Goblin remained quiet, before he added.

"All it takes is one little push of the button to blow this entire city to smithereens!"

More sadistic cackles echoed throughout the city.

"So join me, Spider-Man, on the bridge, one last battle," said Green Goblin. "Oh and ol' one eyed Fury won't bail you out, because I've sent him on a false hunt on the other side of the world. This is between you and me!"

"You bet it is, Osborn," said Spider-Man through gritted teeth.

"So join me Spider-Man, on the bridge, for one last battle!" he yelled. "If you beat me, I'll let the girl go free. If I beat you…well I'm going for the kill."

Spider-Man swung on the way to the Brooklyn Bridge, determined to absolutely make the Green Goblin pay.

* * *

Gwen's eyes fluttered open, as the first thing she saw was the sadistic face of the Green Goblin. He was peering right into her eyes.

"You're going to get a chance to smell the fresh air and see the clouds, before I end your miserable existence, Gwendolyn Stacy!" cried the Green Goblin.

Gwen sat on the ground, as she looked up at the menace that had ruined so many lives.

' _So he's going to kill me,' thought Gwen. "Wonderful, but if I'm going to die, I'm going to go down fighting, and not crying in the corner liked some scared little girl.'_

"What's the matter, Osborn?" taunted Gwen, which caught the Goblin off guard. "Can't stand to look your murder victim in the eye, face to face? Without hiding behind a mask?"

"Stifle your tongue, girl, before I remove it!" yelled the Green Goblin.

Then with another movement, the Green Goblin slipped off his mask. Gwen saw the twisted face. It had been mutated beyond all recognition. He still looked somewhat human, but the face was deformed. Norman Osborn resembled something that one would see at a freak show when they visited the circus.

"So, the evil on the outside finally matches the evil on the inside," she answered after a moment, as Green Goblin put on his mask back on. He grabbed Gwen by the wrists and pulled her up. She struggled, but the goblin formula made him much too strong.

"You think you're something really special, don't you?" asked the Green Goblin. "You're nothing to me, but a useless little girl. You've held down Peter Parker for years, and stopped him from reaching his full potential. I'm going to do him a huge favor, and remove you from his life, before you do any more damage."

Gwen continued to struggle, as she glared at this monster with the contempt he deserved. She stared him down, not blinking and not flinching.

"And if it wasn't for you, Peter would have been there for my son," growled the Green Goblin. "He would have saw the warning signs, if you weren't there to distract him!"

"Yeah, Osborn, blame everyone for your shortcomings," said Gwen. "You know, if you weren't such a shit excuse for a father, Harry wouldn't have gone down the path he did…"

"SHUT YOUR MOUTH!" he yelled, as he slapped Gwen hard right across the face. Gwen fell down, as Green Goblin looked down at her. A bit of Norman Osborn broke through, but most of him was long gone.

"I gave Harry everything he needed, and more than he deserved," hissed the man. "Yet, his pathetic life is kept intact by tubes and machines. He had the world, but he decided to squander it on addictions. He's weak, soft, and I regret the fact I helped bring him into this world."

Gwen, mouth bleeding, stared at this monster with pure loathing.

"And now, I finally found someone worthy of the name of Osborn, Peter Parker," said the Green Goblin. "Yet, he was weak, distracted, held back by you. I once loved someone, but it weakened me and the result is that said waste of oxygen being kept alive that I call my son."

Green Goblin looked down at her, before his voice became lower and crueler. "After I'm done with you, I may end up putting my son out of his misery as well."

"What kind of monster are you?" demanded Gwen.

"I'm not a monster," muttered the Goblin. "The real monsters are the ones who coddle people, protect them, and prevent them from reaching their full potential. Without you in the picture, Peter Parker will have to embrace what he can be, the power he was given when he was bitten by that spider. Without you…"

The Green Goblin would never finish that thought, as Spider-Man arrived on the scene. Both feet cracked the villain in the face. Goblin slid back, as he faced his greatest enemy, for their last dance.

Spider-Man knocked him down again, and he swooped over, to help Gwen up. When she was steady on her feet, he yelled. "Gwen, get out of here!"

Gwen backed off out of the way, but she could not leave Peter alone, so she watched at a safe distance.

The Green Goblin was nailed hard once again. Spider-Man swung back his fist and punched Green Goblin with full force. A normal thug, especially one without the goblin formula, would have had his head punched cleanly off had Spider-Man hit him such a way.

Spider-Man continued to drill Green Goblin with punch after punch, to try and find a way to deal with him for good.

Green Goblin staggered, but he blocked another punch. He stared Spider-Man, mask to mask. "You've stopped hiding behind your front of one-liners…"

Spider-Man was flung right to the ground by the sheer strength of the Green Goblin.

"Very good, but you still have much that I have to teach you!" cried the Green Goblin, as he rushed in, but Spider-Man flipped him onto his back.

His webbing wrapped around a street sign, and he pulled it in. The sign cracked into the face of the Green Goblin. The hero fastened several lines of webbing around the Green Goblin's limbs, before he pulled him in. Spider-Man punched Green Goblin in his face as hard as he could.

Green Goblin gave a loud primal scream, as he pulled out two pumpkin bombs. The explosives hurled to the ground and sent debris flying when they exploded. Spider-Man ran up the flying debris, before he flung himself down. He grabbed his most hated enemy, before he flung him. Then he webbed onto a large piece of pavement.

With a swift movement, Spider-Man shattered the pavement over the Green Goblin's head! The Green Goblin staggered, and was excited by this display of brutality.

"Good, you're starting to embrace your inner demons, and…"

Spider-Man cut off Green Goblin with a huge punch to the mouth! Green Goblin flew down, and Spider-Man kicked him over and over again. Goblin swept his legs, before he grabbed Spider-Man. With an expert throw, Spider-Man flung onto his back.

The criminal crawled on top and bashed the back of his head twice into the pavement. Then Green Goblin proceeded to strangle Spider-Man as he was on his back.

Green Goblin gave a sadistic cackle and felt joy at the fact he had Spider-Man right at his mercy. He felt the air leave, Spider-Man. No matter how much Spider-Man struggled, he could not push off.

A pumpkin bomb whirled into the air, and struck Norman Osborn in the back hard. He felt momentary pain, before he was healed. He spun around, and saw Gwen Stacy standing in the distance, a determined look on her face.

"Well, aren't we the little heroine?" taunted the Green Goblin, before he fired a stun blast. Gwen was struck in the chest and knocked down. She was on the pavement, dazed.

Spider-Man rushed in and nailed Green Goblin. His punch connected with the side of the villain's head. More strikes, as the Goblin was pummeled with sadistic brutality. On the ground, Spider-Man continued to fight, but Goblin struggled back. The murderous monster rushed him, but Spider-Man dodged. A line of webbing wrapped Green Goblin's feet together. Spider-Man flung himself up, before both feet stomped the man straight in the face!

"It's over Osborn!" yelled Spider-Man, as he pulled up the Green Goblin, but the Goblin just laughed.

"Not until I stop breathing!" he yelled, as he shoved Spider-Man off. Green Goblin then blasted a flash bang in Spider-Man's face, blinding the web slinger temporarily.

Gwen tried to pull herself up, but Green Goblin rushed over and grabbed her. Goblin dangled the blonde girl off her feet. She kicked and squirmed, but there was no escape.

"So, you want your little girlfriend, Parker?" asked Green Goblin, as he dangled Gwen over the edge of the bridge, at the end leading to the city.

Spider-Man got to his feet, but the Green Goblin was not done. "Fetch!"

Gwen Stacy was tossed right off the edge of the Brooklyn Bridge.

**To Be Continued.**


	100. Goblin Night Part Two

**Chapter One Hundred: Goblin Night Part Two.**

Time stopped, as Spider-Man watched that monster hurl Gwen right over the edge of the bridge. He had no time to waste. He rushed, and nailed the Green Goblin, hard, before he proceeded to go over the bridge, after her to save her.

Spider-Man stopped, and paused. His eyes widened in absolute surprise. He could not believe what he saw.

Gwen managed to hang onto the side of the bridge, but her grip slipped. She tried to pull herself up.

"Pete, help," mouthed Gwen as she began to lose her composure, her face red with sweat. Spider-Man moved over, and climbed down, to pick up Gwen. He helped her up, just right before Gwen was pulled right back to safety.

"Gwen, you're amazing," whispered Spider-Man, as he held her, but his spider sense went wild, as he remembered they were still not alone.

"Amazingly stupid!" howled the Green Goblin, as he propelled a pumpkin bomb at the couple. Spider-Man shielded Gwen, and took the full impact, as they both tumbled back off of the bridge.

Spider-Man felt pain, but he shut it out. There was one thought of determination in his mind, he had to catch her. There is no way he could fail, as he propelled himself underneath her body. He used his agility to speed up his descent, to put himself underneath falling body.

There was no margin for error, but he managed to catch Gwen in his arms, to steady her in his arms. Spider-Man braced Gwen, as the two splashed into the water below.

The Green Goblin looked down at them, before he shook his head.

From the waters, Spider-Man rolled Gwen over. He revived her, hoping that what he learned in his first aid class Freshman year still stuck. She coughed, as oxygen came back to her, and she slowly sat up.

"Gwen, speak to me if you're okay?" asked Spider-Man.

She shook her head. "I'll let you know when I stop having the urge to hurl on your costume."

Gwen gave her head another shake.

"I did say I'd jump off a bridge for you,' muttered Spider-Man. "Are you okay?"

"I think so," she managed, as she got to her feet. Her legs buckled, but she remained standing. "Never let me down before, Peter, why start right now?"

Spider-Man held his head up, but the whizzing sound of the Green Goblin's glider appeared in the distance.

"NO!" howled the voice in the background. "How do you keep surviving?"

"Have too much to live for," muttered Gwen, but the Green Goblin flew down, like a bat out of hell. He propelled pumpkin bombs, which caused an explosion on the ground. He lost all sense of strategy; he just randomly started to hurl his explosives.

Both Gwen and Spider-Man scrambled, but then, Spider-Man somersaulted into the air to move into the attack. He knocked the Green Goblin off of his glider on mid-air. Both fighters fell to the ground, and the glider crashed through the windows of a nearby factory.

Spider-Man threw Green Goblin down to the side. He hurled debris with his webbing, to smash his hated adversary in the face.

"Okay, let's finish this!" shouted Spider-Man, but Green Goblin dove down. Goblin tried to punch Spider-Man, but the web slinger avoided the attack. A razor bat was tossed towards him, but Spider-Man ducked the dangerous weapon.

The web slinger somersaulted into the air, and webbed around several wooden pallets, before he smashed Goblin in the head with them! The Green Goblin staggered, and Spider-Man continued to punch at him, but each blow was dodged. They circled each other, as they continued their game. Spider-Man jumped up, and shot a line of webbing, before he pulled the Green Goblin into a sickening haymaker punch to the face.

The Green Goblin went down hard with a crash. He rolled around, and regained his composure.

"You keep fighting me!" yelled the Green Goblin, as he shot an energy blast, but Spider-Man slide underneath the attack. Punch rocked Goblin in the face, and he was slammed into the ground.

"That's right, Osborn, I'm not going down, as long as Spider-Man lives, you won't win!" cried the wall crawler, as he impacted the face of his enemy with a series of punches. Goblin shoved him off. Pumpkin bomb whirled into the air, but Spider-Man dodged it. A second pumpkin bomb tossed at him, but Spider-Man propelled it back.

An explosion echoed out, and Green Goblin screamed, as Spider-Man kicked him down hard. Spider-Man grabbed Green Goblin, and swung him up, before smashed both of them through windows of the warehouse. The glass shattered, as Spider-Man and the Green Goblin stood side, by side. The sadistic monster rushed the hero, but Spider-Man webbed his feet and sent him down to the ground.

Green Goblin hoisted up a cinderblock and flung it, but Spider-Man latched a line of webbing onto it. The cinderblock ricocheted back around, and Green Goblin found himself cracked in the face. On his hands and knees, Goblin crouched, before he popped up and headbutted Spider-Man. Goblin hurled Spider-Man across the ground floor of the factory.

The web slinger crashed from the blow, and Green Goblin pulled out a sonic explosive. The loud blast staggered Spider-Man. Then an elbow drilled him hard in the head. Goblin aimed punch after punch, but Spider-Man fought back toe to toe.

"Just stay down!" yelled Green Goblin his voice raised into a near shriek, but Spider-Man pulled his mask over his head. A crate was webbed, and smashed into the chest of the goblin with furious intent.

Spider-Man swung from the rafters, and nailed his opponent. The mad man flew outside, and managed to recall his glider. He jumped onto it, but Spider-Man kicked away at him. Both went into the air, and dueled for control of the glider. Spider-Man was thrown off after a time.

Green Goblin retracted the blade and dove down, aimed at Spider-Man's prone form. The web slinger dodged it.

"Come on Osborn!" yelled Spider-Man, as he dodged another attack. More dodging of the attacks and Spider-Man webbed Goblin's hands to the guidance system of his own glider.

The glider crashed into the ground. Green Goblin pulled himself free. Two feet cracked his face from a web slinging hero. The head was grabbed in a vice like grip, but the Green Goblin elbowed out with a flurry of strikes. Spider-Man was knocked into a wall, and Goblin kicked him several times. He pulled out a pumpkin bomb and flung it at his adversary.

Spider-Man dodged, and continued to fight on. Both exchanged punches, and strikes, to try and get the upper hand. Neither backed down, but Green Goblin kicked Spider-Man's leg out from underneath him. With sadistic fury, the Goblin bounced Spider-Man's head into the pavement hard.

"Ah, I think that might be your skull cracking!" yelled Green Goblin. "Better lay off on the headshots, your brain will be the only thing going for you…"

Punch caught Goblin in the face. The Green Goblin staggered back a step. Then Spider-Man let him have it with some bricks tossed into his face.

"That's it, just put me out of my miserable existence," whispered the Green Goblin, but Spider-Man paused, before Green Goblin zapped him with an energy blast from his glove. "Ah, who I am kidding, you aren't going to do that! You won't put down the sick dog because you're catering to the flawed wisdom of a dead man. A dead man you may be joining before too long!"

Green Goblin flung another pumpkin bomb, but Spider-Man rolled out of the way. The two circled each other once again, but Spider-Man somersaulted over him. He landed in a stance, and pointed his web shooters. He clicked them, but nothing appeared to come out.

"Ah, all of the times for you to run out of your webbing, about when you're going to…" managed the Green Goblin, but two lines of webbing shot out, and wrapped around his legs, before Spider-Man yanked him into the attack, faking out his enemy.

"Psyche!" yelled Spider-Man, as he pulled himself back up, and smashed his most hated enemy down to the ground.

Green Goblin shook his head, before he pulled out a pumpkin bomb, but it was knocked out of his hand, before he could set it off. Spider-Man shoved Green Goblin hard to the ground. They struggled, but the sadistic criminal dug his fingers into the eyes of Spider-Man's mask, staggering him with the dirty trick.

He pulled over, and grabbed a piece of pipe. He swung it, but Spider-Man dodged the assault. The pipe dented from where it clattered onto the ground. Spider-Man webbed the pipe, and yanked it from his hand. Both continued their battle, a literal fight to the finish, as blood dripped from underneath Spider-Man's costume.

Goblin got to his feet, and threw Spider-Man down by the arm. He grimaced, as his right arm popped out of its socket. Then once again, the glider was recalled. The Green Goblin rode it, and circled around.

Gwen stood torn between fighting and running, but the Green Goblin grabbed her, before he pulled her up, and put a blade to her throat.

"Spider-Man, the deal is this!" yelled the Green Goblin, as he held Gwen, before he slipped a detonator out of his sleeve. "I'll slice your girlfriend's throat, or blow up the city. Save the city or save the girl. Or I can do both, if you don't react in the next ten seconds."

"THAT'S IT!" snapped Gwen, as she elbowed Green Goblin in the face, which allowed Spider-Man to save both her, as she pulled the detonator out of the Green Goblin's hand, with a fluid motion.

"No, you're supposed to die!" shrieked the Green Goblin, as he hurled a pumpkin bomb at the two, but Spider-Man helped Gwen out of the way. "Why won't you die? THIS IS SUPPOSED TO BE THE NIGHT GWEN STACY DIES!"

Green Goblin proceeded to rave incoherently, but Gwen picked up the undetonated pumpkin bomb and hurled it, blowing up the front of his glider. Goblin had to jump down, and Spider-Man kicked him right in the face.

The web slinger and the crazed goblin circled each other. Both tried to punch each other, they blocked each other. They stood, in a test of will, but Spider-Man pulled himself up, and he flung the Green Goblin right into the side.

"Time and time again, we do this Osborn!" yelled Spider-Man, as he kicked him several times in the ribs. The villain staggered. "I beat you two years ago when I was new to this, and I'm not some scared teenager in over his head this time! You're the still same sadistic psychopath!"

The Green Goblin reached into his bag, but Spider-Man yanked his bag away, and threw it over the docks to the river below. Spider-Man knocked him back, and pulled off the mask, to reveal the sadistic face of Norman Osborn.

"So, you match on both sides of the mask now," muttered Spider-Man, as he punched Osborn several times. His hand was sore, but he refused to give up.

Osborn staggered from side to side. He shook his head, and rushed his enemy. He ripped Spider-Man's mask open, to reveal the face of Peter Parker. His face was bruised, and bloodied beyond all recognition. Osborn strangled Peter, practically foaming at the mouth like a rabid dog.

"I thought of you as a son!" yelled Osborn as he tried to choke the life out of Peter, eyes bulged as he looked at him. "Why wouldn't you obey me?"

"Seeing how you treated your own flesh and blood, that's not a compliment," rasped Peter, as he pushed away his attacker. Peter knocked Osborn into the wall, before he nailed him hard with all the effort he could muster.

Osborn screamed in absolute pain, as he was beaten down by the bloodied young man.

"No, the Goblin formula, it's causing me to come apart," whispered Green Goblin, but Spider-Man yanked the vial out of his hand. "No, that was the last dose!"

He saw the goblin formula vial roll out of reach. With a rush, he tried to grab Peter once again. Yet, Peter webbed around his hands, and flung Osborn to the side.

Osborn leaned up against the wall, and staggered. Peter impacted him with several more punches, and Osborn slipped, he nearly slipped into the water below. He clung onto the docks, and fear appeared to cross the face of the criminal.

"No, Peter, please, you've got to save me!" yelled Osborn, as he looked up at the battered young man. "I can't...I need help…this time…I'm a sick man, I want to be a better person, take me to Ravencroft, take me to Fury, just please, help me!"

Peter looked at Osborn. He couldn't be serious. Osborn's grip slipped, as he nearly went into the drink.

"Please, think of Harry, your friend, he wouldn't want his best friend to be responsible for killing his own father," whispered Osborn, as he looked up. "And your uncle, what would he think? If his nephew murdered a man…"

"I can't believe you!" yelled Gwen, as she stormed over to give a murderous glare Osborn. "After all you've done, you have…you have…Peter…don't help him, please don't help him."

"Your father, Gwendolyn, your father, he was a brave man, he would have saved me," whispered Osborn.

"You murdered my father, you son of a bitch!" shrieked Gwen, as she was about ready to kick Osborn into the grave herself.

Osborn looked up. "I wish to atone. I made some mistakes, help me, help me, have some mercy!"

Peter remained silent; he looked from Osborn and to Gwen.

"Peter, do what you feel like you have to do," said Gwen as she inclined her head and closed her eyes. "If you think you can live with yourself…I'll support it."

Osborn dropped into the water at that moment, and started to drown. In a panic, Peter jumped down, and pulled the man's body out of the water. Osborn staggered.

"Thank you, thank you, you're…still hopelessly naive," whispered Osborn giving Peter a tooth rotting grin, as he activated his glider, with the blade, as he zoomed right at Peter.

His spider sense warned him, and Peter dodged the attack. The guidance system on the glider had been damaged, so the blade angled upwards and sliced Osborn deep through his neck.

Gwen hung onto Peter so he could swing them out of harm's way. The glider accelerated, as Osborn's body ripped off his head, as it remained on the glider blade. The body crashed into the ocean, as did several pumpkin bombs.

A loud explosion echoed, as the body of Norman Osborn was blown to smithereens, as his decapitated head remained impaled on the glider.

"Peter," whispered Gwen after a moment. "We're alive.'

"Yeah, but I can barely think, I've lost too much blood," whispered Peter. "Gwen I'm sorry, I lost too much, and I might bleed to death right here…"

"You're not dying on me, not after all we've been through," said Gwen in a firm voice.

"He's not going to die tonight, not if I have anything to say about it," said the voice of Nick Fury, as the Director of S.H.I.E.L.D. peered down, before several uninformed troops showed up, to clear the area off.

"Late to the party, Nick," rasped Peter, but he was helped off for medical attention. Fury turn to Gwen.

"We found out of Osborn's plans a bit too late, and recalled all resources," said Fury. "We spent time disabling Osborn's little explosives, and hoped that Spider-Man could stall him."

Gwen nodded, really not caring about much of anything other than Peter's own wellbeing. She went off to join him.

"Take the remains you find, and scan them, I want to make sure Osborn's dead," said Fury, as he looked at the two walked off. "Put them through every medical test we have, I'm not taking any chances. I want to be clear without any doubt that Norman Osborn died tonight."

The S.H.I.E.L.D. agents walked off to gather the information. Fury watched the sun go down, before he got a status report on the status of the two heroes of today.

* * *

Peter Parker shook his head, as he pulled himself to the land of the living. He saw Nick Fury, who stood right over him. It took him about a minute to find his composure.

"Ugliest nurse ever," muttered Peter after he finally found his voice.

"Good to see you've retained your humor and remain in good spirits," said Fury, as he surveyed the battered young man. "You suffered a concussion, a dislocated shoulder, cracked ribs, and a punctured lung, in addition to all the blood you lost."

"Oh, that's it," replied Peter, as he shook his head.

"You'll be fine in a few weeks, but I'm going to suggest you lay off the heroics, there should be plenty of heroes around the city by now that will cover you," said Nick Fury. "Let Stark or someone take a crack at dealing with the Vulture or Boomerang or Doctor Octopus for a while. You came this close to killing yourself when you fought the Green Goblin."

Peter remained silent, and he nodded. "Concussion that would explain the ringing in my ears after Osborn hit me in the head. He is dead, right?"

"Our tests concluded that he's dead, and we destroyed the remains," concluded Fury. "You didn't kill him, he killed himself. His obsession with you brought him down. Obsession brings even the best of us down, and Osborn was one of the worst."

"He tricked me in the end, he was so convincing, I saved him from drowning," muttered Peter.

"A manipulator like Osborn would be nothing but convincing," said Fury as he looked Peter right in the eye. "He had Congress eating out of the palm of his hand, men and women used to double dealing and corruption. Norman Osborn played them all like a fiddle"

Fury remained silent. "He's been put down like the mad dog he is."

"You think I should have done it a long time ago," muttered Peter, as he felt a guilt trip coming on.

"I don't split hairs about what might or might not have been," concluded Fury after a moment. "If you had started to kill your criminals, then I would have hunted you down and brought you in personally. The world sees you as a hero, and if you do anything to tarnish that reputation, a lot of people will be let down. Plus, I doubt your parents would have wanted their child to become a murderer. Not to mention your uncle."

Fury remained thoughtful. "Parker, I make the hard choices I do, because someone has to. There are times where I made many mistakes. And the mistakes could be deadly. Yet, in the end, there will always be someone who wants to take over the world or burn it, regardless of what we do or do not do."

He got up, and looked over to the window. He saw that in a few hours the sun would rise on New York, and it would be a fresh start. Norman Osborn was dead, and world knew what he was capable of. Congress was having second thoughts, and the MRD would be restructured, hopefully to act as more of a peace keeping force as opposed to a force that hunted down mutants regardless of what they did.

"A fresh start, Parker," said Fury, as he reached onto a cabinet and pulled something out. "And you earned this, especially after tonight."

With a movement, Fury handed Peter his Midtown High School Class of 2011 diploma. Peter looked at it. He was surprised, and happy he managed to survive high school. Even before he was Spider-Man, there were some moments of doubt he would reach this moment.

"Graduated with honors, congratulations, and best of luck to you in the future," said Fury. "Your girlfriend wants to talk to you, I'm sure she wants to stab my other eye out for keeping her waiting. You've got someone who is willing to stand by you no matter how bad things get; I suggest you hang onto her for as long as you can."

Fury walked off, and Gwen rushed in, before she sat down right next to Peter.

"Right injuries, forgot," she said, as she stopped herself.

"Just one kiss won't hurt," said Peter, and Gwen obliged, as their lips met. Peter could not wrap his arms around her, given his arm was in a sling. Gwen pulled off, as she scooted and sat on the end of the bed. "How are you holding up?"

"You're the one in the hospital bed, and yet you ask me how I'm doing," said Gwen, with a fond smile, but she answered his question. "Yeah a few bumps, scrapes and bruises, but given the fact I got thrown off a bridge, I think I came out pretty well."

Gwen remained silent, but she voiced something that she had pondered all night.

"I killed him," whispered Gwen.

"Gwen no…" said Peter.

"I damaged his targeting console on the glider, so I killed him," said Gwen, as she leaned forward to look the man she loved in the eyes. "The glider ripped his head off of his body; it wouldn't have done that…"

"Gwen, don't pull a me now, okay," said Peter, as he used his good arm to grab her hand. "Osborn was going to die tonight anyway I think. The Goblin formula poisoned him, both his body and his mind. He didn't want to die in his office or in prison, forgotten. He wanted to make a public spectacle."

Peter drew a painful breath, before he voiced the conclusion that made the most sense to him. "Regardless of what happened, I think the moment he killed both of us, he might have pushed that detonator."

Her eyes widened. It made too much sense.

"He's gone now, and he won't be coming back," whispered Gwen. "How can someone be so evil, so twisted…"

"I don't know," muttered Peter. "Time and time again, Osborn's killed countless. Both as the Green Goblin and plain old Norman Osborn, the death toll must have been into the hundreds. I felt like the blood was on my hands…"

"Pete, if you killed him, you would have become the monster he was," said Gwen sternly. "Don't beat yourself over it; you can't save the entire world. The fact is, you saved some people, and you saved me. That has to count for something."

The two sat for a while in silence. Peter looked at his girlfriend. "If, it meant saving you, Gwen, I would have given up being Spider-Man in a heartbeat. If you asked me, I would do it, I swear, I'll never put on the costume again…"

"No, Peter," said Gwen. "I love you…I love all of you, and Spider-Man is a part of who you are."

"I love you, Gwen, you've been with me every step of the way, in this insanity," said Peter. "Mysterio, the Lizard, the Sinister Six, the Goblin, everything, and you never abandoned me; you never gave up on me.

"And I never will," said Gwen, as she slid onto the end of the bed, and wrapped her arms around Peter gently.

"I thought for a moment Osborn killed you when he threw you off of the bridge," muttered Peter.

"I managed to hang on, barely, guess I'm too stubborn to die," whispered Gwen, as she felt sleepy. She stayed up all through this, until she got word that Peter was okay. "I'm sure I'll die one of these days, but I want it to be in about seventy or eighty years, when I'm too senile to care."

Peter just laughed. "You're amazing Gwen, I love you."

"I love you, too," concluded Gwen, as she gave him a goodnight kiss.

They fell asleep at that moment. It was uncertain what the future would bring, but the night of the Midtown High Class of 2011 Graduation would not be the night Gwen Stacy died!

* * *

**For the record, I never intended to kill her. See you in a month or so for Chapter 101.**


	101. Aftermath

_Yep, back early, for this chapter. Don't know when the next one will be posted, but enjoy as this is a bit of a breather chapter after the insanity of the last several chapters._

**Chapter 101: Aftermath.**

A month had passed since the final battle between the Green Goblin and Spider-Man. Very few people knew what happened on that bridge, there were rumors and accounts. The information was kept locked up tight by S.H.I.E.L.D, and only permitted to be accessed by a select number of individuals. The world could breathe easier now that Norman Osborn finally bit the big one.

Stark Mansion was presently host to several guests. The entire X-Men had moved in, until the mansion had been rebuilt for the third time this year. It was a rather tense and crowded atmosphere, as you would expect with many super powered mutants, many of them in their teens or early twenties.

Yet there was another guest, one from a mystical realm, who hoped to return back to the place where he had been mysteriously locked out of. Thor, the God of Thunder stood impatiently in the lab, as he waited for science to work where mysticism had previously failed.

"Okay, let's try this again," said Tony Stark, as he looked at Peter Parker and Gwen Stacy who had joined to assist them with this little experiment. Peter's arm had a little bit of tape left on it, but otherwise most of his injuries had healed. Both wore goggles and lab coats, as they waited to conduct the experiment

"With or without blacking out half of the city?" asked Peter with a grin. Tony looked at him, exasperated and shook his head.

"Yeah, you're about back to normal," said Tony as he continued to work through, and try to block out the quips he had grown all too accustomed to hearing.

"By all conventional wisdom, this time it should work," said Gwen as she double checked to make sure everything worked right. "Well, unless it ends up blowing us all into the Negative Zone or something like that."

"Would it kill either of you to have a bit of optimism?" asked Tony, as he looked at the two eighteen year old science prodigies that assisted him with the portal, exasperated. Gwen and Peter both shrugged, and continued with the work.

"Well, they do consider that there could be some dire possibilities," inputted Thor as he leaned against the wall, and watched Tony, Gwen, and Peter work. "Science may not be the replacement for sorcery, but alas it is the only avenue we have at this present point."

"Yeah, pretty much," agreed Tony, as he moved to activate the switch. He looked over his shoulder at Peter and Gwen. "You two might want to stand back."

They nodded, it sounded like the best idea Tony Stark had all day. Gwen, Peter, and Thor watched, as Tony pulled the switch.

The portal swirled with energy, but suddenly it died. At that point, Tony got a call on his cell phone.

"Yeah, Pepper, what is it?" asked Tony

"All of the power just blew out in Stark Industries," said Pepper over the phone. "What are you playing with this time?"

"Nothing big, just an interdimensional portal to a mystical realm," said Tony in a nonchalant voice. "Just make sure the circuit breakers are switched around. Don't panic, bad things happen when you panic, just keep it calm, and I'll check up on everyone in a little bit."

Tony hung up the phone, as the two younger budding scientists looked amused.

"Not bad Stark, you only blew the fuse in your company," said Peter, but Tony just narrowed his eyes.

"Better quit before he blows his fuse, Pete," muttered Gwen, as she wrapped her arms around her boyfriend.

"Yeah, I think we better table this little project for today," said Tony, as he looked at Thor. "I'm sure I'll think of something, eventually to get you home."

"Aye, you are doing what you can," said Thor, as Peter and Gwen walked off to be alone with each other. Doctor Henry McCoy passed them. The blue furred mutant better known as Beast looked at Tony.

"Please tell me you have some good news," said Tony as he looked at the mutant, about pushed to the breaking point.

Beast just chuckled, as he looked at the stressed out CEO of Stark Industries. "Indeed, I do, Mr. Stark. The Xavier Institute is on track to being completely rebuilt within the next week."

"Really, that long," muttered Tony, but Beast looked at him. He hastily amended, "I mean, good luck on that, hopefully everyone will be able to move back into the Mansion in due time. Everyone's got to be getting home sick."

"Yeah, we can get a little stir crazy," agreed Beast. "Don't worry, the Sentinels might have done a number on the mansion, but it is the people on the inside that matter. Warren already has left on his own; he took losing his wings badly. Hopefully he comes to terms with it, for his sake."

"Yeah, disability can be tough," said Tony wisely, as the piece of metal in his check clicked.

* * *

Summer arrived, with the warm weather, but it was not hot yet. Into the month of July, Gwen smiled, as she wrapped her arms tightly around the waist of Peter, as they swung over the streets of New York City. They were both incognito, so they would not be recognized by anyone who happened to look up.

' _No MRD,'_ thought Gwen with a smile. _'They're getting restructured, hopefully to help instead of hurt this time.'_

"It's been a while since we've been able to do this," said Peter in a jubilant voice, as Gwen just looked up at him, with a smile, as they swung high above towards Forrest Hills.

"Yeah, but it was worth the wait," said Gwen, as they touched down. Both Peter and Gwen took off their disguises, and stashed them away when no one was looking. They walked the rest of the way to the Parker Residence.

They stopped next door first, and saw Mary Jane sit outside, as she checked all of her things was there.

"You didn't think we'd let you leave without saying goodbye, M.J," said Gwen with a smile, and Mary Jane rushed over to greet her two friends.

"It's good to see you two made it, I thought we'd miss each other," said Mary Jane, as she hugged both Peter and Gwen. "Did you figure out that energy portal thing to fairy tale land?"

"No, Stark's tried everything," said Gwen with an exasperated look. "We're doing much better now, as you can see Peter's back in action."

"Glad to see that Pete," said Mary Jane with a smile. "So is Osborn really dead, as in dead-dead or is he just hiding?"

"He's gone," said Gwen, who felt a bit happier about the fact that a man was dead than she thought she should be. Then again, he did try and kill her and Peter both. So she was not going to waste time mourning him.

The only thing she worried about was how to explain it to Harry when he recovered.

That was if he recovered.

"So what time are you leaving, M.J.?" asked Peter.

"Plane's leaving at five, I need to take a taxi and get ready by then," said Mary Jane. "I've got a dorm room booked in California. Who knows what will happen from there? That little film project I did on a laugh opened a lot of doors."

"We're going to visit Aunt May for lunch," said Peter, as Gwen nodded.

"Why don't you join us?" asked Gwen.

Mary Jane looked at the two good friends she made, and nodded. She figured one last lunch with them, and Aunt May would be nice, before she headed off into the world of adventure out west.

The trio walked to the door, and Peter knocked on it. Aunt May opened the door.

"Peter, Mary Jane, and Gwen come in, it's nice to see all three of you," said Aunt May as the three walked in. "I was just making lunch, so be nice, sit down."

"How are you holding up, Aunt May?" asked Peter.

"Fine, Peter, and it looks like you're back on your feet," said Aunt May with a smile, as she set out plates. "How about you Gwen?"

Gwen talked about the project her and Peter was working on with Tony Stark. While Aunt May did not understand half of what either Peter or Gwen were saying, she nodded politely.

"So what are you three planning today?" asked Aunt May.

"Well, I've got to get ready to catch my plane," said Mary Jane.

"Oh, today's the day, isn't it?" asked Aunt May, and Mary Jane nodded, as she looked at a photo of her and her mother, taken when she was young. Another figure had been cut out of the picture.

"Yeah, it's the day," said Mary Jane, as she fastened the clasp of her suitcase.

"Gwen and I are heading out to the museum today," said Peter. "If I'm lucky, this time I won't run into a super villain and anything."

"I'm crossing my fingers for you guys," said Mary Jane with a smile.

"We are too," answered Gwen, as she held her arms around Peter. "And then we're about ready to move into our new house, the deed should be ready in a few days."

"So, you're moving in together," said Aunt May as she looked at them. "That's a big step, perhaps there might be some other big steps coming before you two in the distant future."

Peter and Gwen had no response for that. They finished lunch, and bid Aunt May goodbye after some conversation. Then they said good bye to Mary Jane, and made their way to the museum for their afternoon date.

* * *

At the museum, Peter and Gwen looked at the exhibits with interest.

"Yeah, that's a cool one," remarked Peter. "What is it from anyway?"

"I think its Mayan," said Gwen as she looked at it. "You know, the civilization known for advanced math and doomsday prophecies about the world ending in 2012."

They laughed at this, as they moved through the museum. Peter looked at a large stone tablet placed in a case.

"Look, Gwen," said Peter as he looked at the stone tablet. "It's the Tablet of Time."

"A mystical stone tablet from an unknown ancient civilization where it has said to have healing properties," said Gwen as she just rolled her eyes at the thought. "This ratty old thing, some powerful tablet…it says it's on loan from Roderick Kingsley."

"Oh, that guy who owns that really big superstore that has the worst customer service ever," said Peter, as he remembered. "I'm glad we have a new mall, because I don't think I could stand being in his store."

"The guy's a billionaire, he's spending money on some strange magical tablet," said Gwen as she looked it over. "I wonder what these carvings mean. Does it mean anything, or is a lot of gibberish?"

"I think people have been trying to figure that out for years."

Peter and Gwen turned around. They saw a tall woman, about twenty or so years old. She had platinum blonde hair tied back with glasses and wearing a modest business suit, with black heels.

"Felicia Hardy," said the woman in what appeared to be a posh high class British accent, as she shook their hands.

"Peter Parker," said Peter.

"Gwen Stacy," said Gwen.

"Charmed," said Felicia in a bored tone as she looked at both of them. "I've found these historical artifacts to be rather interesting. Are they really worth anything?"

"Well, doesn't it really matter," said Gwen. "It's the belief that they are worth anything that makes them valuable."

"Very well stated," said Felicia as she looked at them.

"What brings you here, Felicia?" asked Peter.

"The Hardy Foundation is always looking into the arts, to check out these valuable artifacts," explained Felicia as she gazed at the Tablet, and adjusted the glove she wore. "It was a passion of my mother when she was alive. I figure I'd do her legacy well by carrying on the tradition."

"Well, the arts are suffering these days," said Peter. "So many museums are shutting down, lack of funding and all that."

Felicia nodded, as she continued to survey the Tablet of Time.

"Well, it was nice meeting both of you," said Felicia abruptly, as she adjusted her glove. "But business calls, and you never have enough time in the day. I'll let you two get back for your date."

"Yeah, nice meeting you," said Gwen.

"Yeah, me too," said Peter, as Felicia moved off.

"Bit of a snob if you ask me," whispered Gwen when the older woman was out of earshot.

"Yeah, but what can you do?" asked Peter with a shrug, as they moved on to enjoy their day together at the museum.

* * *

Felicia made her way to her limo outside.

' _What a pair of dorks,'_ thought Felicia. _'Okay, that Peter Parker is kind of cute in a geeky way, but he's no Spider-Man.'_

She cracked a smile, as she recalled the last time she met Spider-Man. It had been two years ago, but she cherished the memory. She cherished it several times, in the privacy of her own bedroom.

"And we've got the specifications to the security Kingsley has around the Tablet," mused Felicia as she held out the miniature computer in her glove. "This is getting too easy, I need a challenge."

The name "Parker" seemed familiar, but she shrugged it off as a coincidence. It was a common name after all.

Felicia thought about her mother, who had passed away five years ago. Then about her father, who was doing time in Ryker's Island for the past two and a half years. He made a mistake, and the legal system threw the book at them. Just to prove they could actually catch a criminal.

She became the Black Cat to honor her father, but vowed never to make the mistakes he did. Plus, it's not like she had anything else better to do. All of the money she made was window dressing. She had more than enough. In fact, Felicia donated a lot of her profits from her nighttime activities to orphanages.

"Okay, got to meet the fat man in three days, about my down payment," added Felicia to herself, in her natural voice, and not the faux accent she used in her civilian identity. She had gotten kicked out of three private schools, because of being a bit rough with the spoiled brats that went there.

In hindsight, curb stomping the daughter of the Headmaster might not have been the best idea, but live and learn.

* * *

A couple of days later, six young people sat in the back of the movie theater.

"This isn't another one of those goofy movies based off of a teenage vampire romance novel, is it?" asked the eighteen year old pale girl named Rogue, as she looked up as the movie was about to start.

"No, this time it will be good, actually," said the sixteen year old brunette named Kitty Pryde, as she put on her 3D glasses. "And it's in 3D."

"Well that last movie you picked could have sucked in five dimensions," said Rogue dryly.

"It was a year ago, I'm much more mature and sophisticated than I was then," said Kitty as she bounced up and down on the chair, and shoveled popcorn into her mouth.

"Yeah, sophisticated," said Peter, as he and Gwen both laughed.

"Are they always like this?" asked Piotr Rasputin, age 19, as he looked at the scene with bemusement. Then again, being new to this country, there were things that he just could not figure out.

"No, this is a calm day for them," said Bobby, the 19 year old dark haired young man, as he looked at the screen. "How they share a room, I'll never know."

"Guys, we're attracting a scene," commented Kurt Wagner, the seventeen year old mutant. His standard form was cloaked by an image inducer.

"What, is your inducer on the blink again?" asked Rogue.

"Kurt, the Professor says not to play with it," said Bobby. "Stop touching it, man."

"I'm not, it's just half of the crowd is staring at us," said Kurt.

"Maybe there's something on Rogue's face," said Kitty, as she waved it in front of Rogue's face, but she got her hand smacked away. "Geez, that time of the month already…"

"Guys, the movie's started," said Gwen, as she looked at Peter. "Why, do we have to be the mature ones?"

"Luck of the draw," replied Peter, with a shrug, as they prepared to enjoy the movie.

The movie was not the worst actually. To be fair, given what currently passed for entertainment there were far worse choices out there.

* * *

After the movie was over, the entire group of six went out to the pizza parlor to split a pizza.

"Still the best pizza in town after all these years," said Gwen, as she ate it, and savored the taste.

"Yeah, it's pretty good," said Rogue in a grudging voice. It was nice to have a day out without the specter of the MRD hovering their heads.

"Hey, Bobby don't hog all that, save me a slice!" yelled Kitty.

"Who's being the hog?" asked Bobby. "You ate two already."

"Hey, both of you knock it off," said Peter before he added in an undertone. "Don't make me web both of you two the wall."

"Yeah, besides, you all got some," said Piotr with a chuckle.

"And there's an entire other pizza here already," said Kurt as he looked at them with amusement.

"Yeah, I suppose so," said Kitty in a grudging voice, as she helped herself to a large slice.

Peter just looked at them. Fighting super villains he could handle, trying to keep the X-Men from tearing each other up over the last slice of pizza, that was another matter.

' _It's a good thing they aren't mutated turtles,'_ thought Peter.

Still he watched everyone move around. Summer had really hit, and the sun shined bright. The rest of the team continued, as he and Gwen decided to leave a tip for the service.

"When you four are done, Gwen and I are heading to the arcade!" shouted Peter over his shoulder.

"Hey, wait up!" yelled Kitty, as she prevented herself from going intangible and blow her cover. While the tension on mutants cleared up, it was still not a good idea to make a scene.

The other three members of the X-Men scrambled to join them, right across the street, to burn up what little money they had, blowing up aliens and playing ski-ball.

They spent several hours there, before it was time to head back to Stark Industries, as the mansion was still a few days away from being built.

* * *

The Daily Bugle's press was as hot as the summer day. The recent thawing of attitudes towards mutants was not lost on the grizzled news hound known as J. Johah Jameson.

"I tell you what Robbie, people are finally starting to open their minds to the entire mutant thing," said Jameson in his booming voice as he looked at some of the letters. There was a lot less venom, and a lot fewer death threats with them. That's always a positive if I do say so myself!"

Robbie looked at him, and sensed the jubilation in his boss's voice. "We're not out of the woods yet, Jonah."

"No, Robbie, we might never be," agreed Jameson as he looked out the window into the city below. "Still, better than we had been even a month ago. Osborn's out of the picture. Guy had a brilliant mind, but he got obsessed."

Jameson lit a cigar, as he looked at the circulation for the Daily Bugle being way up than from the last quarter of 2010. It had been a tough one, but he managed to weather the storm.

J. Jonah Jameson always weathered the storm, and nothing was going to stop him now. While the city still had problems, and the Friends of Humanity continued their venomous anti-mutant protests, but their membership had been whittled down to about a third of their previous strength. Of course without Creed and his anti-mutant infomercials, they were regulated to trolling social media.

It was one step at a time, for the mutants out there. J. Jonah Jameson understood that better than anyone. You had to take things slowly, and eventually it would just all balance out.

* * *

Three figures stood outside of a bar in the middle of New York City.

Peter just sighed, as he followed Tony Stark and Logan into the bar. He knew this was not going to end well.

Right now, Kitty and Gwen had taken Illyana to get her hair done. The other members of the X-Men were doing their own things. So Peter was stuck playing chaperone to Tony Stark and Logan.

' _Spider-Man, Wolverine, and Iron Man all walk into a bar,'_ thought Peter in amusement. _'If I didn't have to babysit these two, I could go a bit further with that. Oh well, with great power, there must come great responsibility. And someone needs to be the designated driver between these two after all. That's a pretty good responsibility, if I do say so myself.'_

Logan and Tony sat at the end of the bar. They ordered beer, while Peter ordered some water. Technically, he shouldn't be allowed to be in the bar, being under the drinking age. However, when Tony Stark flashes a few hundred dollars underneath your nose, the bouncer was not going to say no.

"So, Stark, I bet you can't hit that dart board," said Logan after several drinks.

"Nah, I bet you can't hit it, blindfolded," said Tony, as he had quite a few as well by this point.

Logan just took it as a challenge, as he took out a bandana and wrapped it around his eyes. "Bub, I'm the best in the world at what I do."

With deft movement, Logan took aim. He held the dart, and while blindfolded, he hit a bull's-eye.

"Not bad Logan, but I bet I can top you," said Tony, as he drank his martini. Logan handed Tony the blindfold and a dart. Peter just sat to watch the spectacle as it unfolded.

Tony aimed the dart and threw it. Seconds later a loud scream from a woman echoed. At that moment, a large biker moved over, and ripped the blindfold off of Tony.

"Do you think you can get away with doing that to my woman?" asked the biker.

"Hey, it was just an honest mistake," said Peter, but he got shoved to the ground by the much larger man.

The biker backed Tony against the bar, as Logan watched for a moment, as he took a sip, casual and nonchalant.

"Hey, Logan, a little help here," said Tony, as a group of drunken bar patrons began to cheer, as the brash billionaire was pinned.

"Just a minute, don't want to waste my beer," said Logan, as he took his time draining the mug, as Tony found himself knocked around.

"Okay, this isn't funny!" yelled Tony as he found himself on the ground, pinned down by the large bar patron. "Logan…"

"Yeah, yeah, done now Stark," said Logan.

Logan grabbed the biker, and hurled him down to the ground. Several other bikers stepped forward, and cracked their knuckles.

"Ah, more targets, that's good," said Logan, as he popped his claws.

"He's a mutant!" yelled one of the bikers.

Logan just snorted. 'No, I'm a gardener. These claws just come in handy for pulling up weeds…"

He was interrupted by a bar stool being broken over his back. Logan began to brawl with the drunken bikers. One of the vending machines got busted open, and Peter just casually walked over to help himself to some of the spilled candy.

' _Ah, vending machine candy,'_ thought Peter, but then he pulled a face when he actually tasted it. _'Urgh, stale vending machine candy, that's what you get for eating something that's likely been here since the Carter administration."_

Logan made short work of everyone, and just dusted off his hands.

"Stark, I took care of it," said Logan, as he moved over. "Beer's on the house for everyone still conscious put it on Tony Stark's tab."

"What?" managed Tony, as he shook his head.

Peter stood in the background, as he debated on the best way to get these two out of the bar and home, without causing too much damage. As Logan was surrounded by several of the girlfriends of the same bikers he had just beaten up, Peter calculated the option that would allow him to keep most of his bodily functions.

It was easier said than done after all, as Peter wondered why he agreed to join this little night on the town.

"Come on, Tony, we're leaving," said Peter as he lead Tony Stark towards the door, gently, but firmly. "I'm sure Logan will find his way out of here eventually."

Tony just nodded; it was the path of least resistance after all. Logan seemed unaware or uncaring that both Tony Stark and Peter Parker left the bar. He got another beer and remained there until he was kicked out of the bar, several hours after Midnight.

* * *

"Yeah, stop by sometime again, as guests for a few hours, and no more!" called Stark, as the X-Men departed from the mansion.

"Thank you for your hospitality Mr. Stark, hopefully we will not have to have use of your mansion again," said Professor Xavier, as the entire team made their way to the X-Jet.

Tony waved at them, but immediately walked backstage. He made his way inside, it was celebration time. Not that he minded having the company, but the fact there was a dozen or more mutants in his house, that seemed to be stir crazy was rather heavy on his stress levels.

He thought the media and the board of directors of Stark Industries was both pushing his patience. Yet, he had been wrong. He missed the glory days of having the board of directors breathing down his next. He missed the glory days of having his latest exploits plastered all over the Internet.

Tony took a deep breath. Once his headache had cleared up, he would find a way to get with Thor back to Asgard. Right now, the Prince of Asgard was currently sitting on his couch, watching Earth soap operas.

"Okay Stark, get it together, it's just a portal to the mystical realm," said Tony, as he made his way to the lab, to begin to brainstorm the next idea.

It was just like throwing things against the wall, something had to stick eventually. He refused to give up. He was going to stay with course.

Tony Stark did not become a billionaire by giving up after all.

* * *

Nick Fury walked around, as he surveyed S.H.I.E.L.D. or whatever was left of it. They would be a little shorthanded for a while, but the word was out for new recruits. Hopefully these recruits would not get themselves blown up by homicidal goblins.

"Commander Fury, we're back online," said a voice.

"Good, let's hope this one stays online for more than a few months," said Fury.

He seemed to be in some kind of demented contest with Xavier to see who could get their base of operations destroyed the most times per year. Hopefully the enhanced security features would be fool proof, but nothing was certain.

"Okay, everyone get some rest, we'll begin operations bright and early tomorrow morning," said Fury, as he walked up the stairs, to sit in his command chair.

* * *

Outside a nice little house in the suburbs, Peter and Gwen looked at it.

"It's beautiful," said Gwen as she looked at the house, and Peter had his arm around her waist.

"Yeah, it looks just right," said Peter as he appraised the house, as the moving truck pulled up to move what few things they had left into the house. They would get appliances and everything else delivered the next day. Right now, they entered the house, as they walked around it, to see all of the rooms.

"Looks to be structurally sound," said Gwen.

"Not to mention it has a solid foundation," said Peter, as he wrapped his arms around her. "Gwen…"

"It was nothing, Peter," said Gwen before she kissed him on the lips. She put down the bag that had a change of clothes for both of them, not to mention sleeping bags. "So, Peter, let's see the bathroom. Maybe let's test the shower, to see if the water is regulated right. Make sure it's not cracked."

Peter got the message, as they walked upstairs.

It was a start of a brand new chapter in their lives.

Both were optimistic that it would be start of something wonderful. With things having calmed down, they vowed to enjoy the time they had with each other.

**Next Arc "The Tablet of Time."**


	102. Tablet of Time Part One

**Chapter 102: Tablet of Time Part One.**

Wilson Fisk sat in his luxury prison cell, as he enjoyed his lunch. On the menu were a steak, lobster, and champagne. He ate this fine meal at the expense of the tax payers of New York. He had kept an ear out about the latest news. His entire criminal empire appeared to be up for grabs, but naturally when he served his time, the Kingpin would be back in business. He looked up, as he heard the footsteps of a guard approaching.

"Mr. Fisk, Felicia Hardy is here to see you," said the guard with a smile towards the incarnated man.

"Thank you, Robert and I saw your son made the honor roll, congratulations," said Fisk, returning the smile, as he finished his stake and drank another drink. Felicia arrived, to look at Fisk. The guards left. Fisk was in a private area of the prison, without any security cameras or monitoring devices. "Felicia, I trust your little efforts to study the Tablet of Time were a success."

"Yes, Mr. Fisk, they were," said Felicia with a nod, as she looked at him. "It does seem like just a hunk of rock with weird markings, I don't think…"

"Ah, but that's where you're wrong, Felicia," said Fisk with a chuckle, as he cracked his knuckles. "Silvermane wouldn't have obsessed over getting his hands on it, if it wasn't valuable. Roderick Kingsley would not have been so obsessed over trying to acquire it and spend so much on security if he had no idea how it worked."

Felicia just looked skeptical, as she peered at the Kingpin of Crime over her glasses. "So, these mystical properties are going to use it to magically restore your empire…"

"No, nothing like that, I can assure you," said Fisk as he remained rather somber for moment. He took a long sip of champagne before he continued. "My dear wife, Vanessa, she currently remains in a coma. I feel some responsibility of that, as they intended to take a shot at me. It strained my relationship with my son for several years."

Felicia just nodded. She knew better than anyone how a death in the family, or even a family member being injured could lead to some strain.

"Every single science in the world failed to bring her back to life," continued Fisk, as he looked out the window with a far off look in his eyes. "I'm out of options, but I was hoping that mysticism would work. Her parents want to pull the plug, but I managed to convince them to delay the process. Yet, even I cannot stall them for long."

"So you think this Tablet of Time can bring her back to life," said Felicia skeptical, but she hid the look. She was looking at a big job, and a bit of a challenge to get the Tablet of Time based on the initial readings she received.

"Perhaps, perhaps not, but what happens when you have nothing left to lose?" asked Fisk, as he just folded his hands, and nodded. "The payment I promised has been wired into your account, but I want the Tablet of Time within the next two days. Otherwise the plug gets pulled on my wife, and there's nothing I can do about it."

Felicia checked, and sure enough, she had a handsome sum of money deposited straight into her account.

"I lost my empire, but I hope to reclaim my family, "said Fisk, as he looked at her without blinking. "Do what you do best, and steal the Tablet of Time. Bring it back to me, and I'll arrange a visit to the hospital, where I can use it. This is my final chance to fix this."

"It will be done tonight," whispered Felicia, as she walked off.

The Kingpin just nodded. He would know whether or not his last ditch effort succeeded before too long. All he had to do was play the waiting game, and remain patient.

* * *

Now their home was furnished and they had food in the refrigerator, with the power turned on, Peter and Gwen allowed themselves a few minutes to collapse on the couch before they would go off to have lunch.

"Who knew moving in could be so tough?" asked Gwen.

"Well we both lived pretty much the same place for a long time," said Peter, as he wrapped an arm around her and pulled her in tight. "We didn't get the best…"

"No, the best will likely break down just as much, and cost more to fix," said Gwen in an even voice.

Peter nodded, as Gwen always seemed practical about things and how she spent her money. Or as she once told him, it was not what you made; it was what you saved that mattered.

' _Words to live by,'_ thought Peter. _'Right up there with great power, there must come great responsibility.'_

A knock on the door brought Peter out of his thoughts.

"I'll get that, you rest," said Peter, Gwen just nodded too tired to argue. Peter stumbled his way to the door, where several armored S.H.I.E.L.D. agents arrived. He stared at them, blinking, before he found his voice. "Um, may I help you?"

The agents stood and pushed a large create through the doorway.

"Compliments of Nick Fury," said the man in a gruff voice. "He feels that since you have helped him a time or two, you deserve a token of thanks."

"Okay, tell him I said thank you," said Peter, as the agents nodded, before they departed. Gwen walked up to Peter.

"What did Fury send you?" asked Gwen, as she eyed the crate with curiosity and suspicion.

Peter held his hands on the crate. He slowly pried it open. "Well my spider sense isn't going off, so that's a good thing."

He opened up the crate, and saw several worn, but still apparently functioning pieces of equipment. There was a note inside.

"Dear Parker," read Peter as he peered at the note. "Give your ability to get into trouble at the drop of a hat, I figured you will need some extra help as the threats get more dangerous. Therefore I sent some of S.H.I.E.L.D.'s old equipment over to you. Providing you are able to get it working, it may serve you well. Use it responsibly. Regards, Nick Fury, Director of S.H.I.E.L.D."

"Let's see if any of this actually works," said Gwen, as she helped him haul it down to the basement where they could test it. Right now the basement was empty, but Peter supposed some kind of crime lab would not be the worst use of the space.

They set everything up.

"Wow tracking equipment, modify these a little bit, and they could be useful," said Peter looking them over with an appraising eye.

"What, have some kind of tracing device to slip on criminals so they don't get away?" asked Gwen.

Peter looked thoughtful. "Given the number of times the bad guy slipped away, and caused havoc because I couldn't capture him, that wouldn't be the worst idea."

They plugged in what appeared to be a device to pick up police radio traffic. Of course it was hard to tune in properly, given the number of calls in New York. Some of the equipment was junk, but a lot of it was in working order.

After most of everything was hooked up, another knock on the door broke their concentration and got their attention.

"We must be popular today, " mused Gwen, as Peter laughed. Peter ran up the stairs, and she followed him.

Another large crate was delivered to their house. It was large and came from Stark Industries.

"I wonder what Stark sent me," said Peter in a low voice as he opened up the crate, to reveal a suit of armor. "Another Iron Spider suit? Haven't we been down this road before?"

Sure enough, it would be a long time before Peter would forget the fiasco with the Iron Spider suit. The first time he teamed up with Iron Man to fight the Beetle, the armored avenger gave him a suit of armor. The suit of armor was rather unstable, and despite Spider-Man's best efforts he could not get the suit to work right for him. During a battle with the Beetle, the suit had been destroyed.

Spider-Man did defeat the Beetle without his armor, and with good old fashioned Spider-Man powers. Iron Man gained a new respect for him that day he thought, and realized that it was not the suit that made the hero. Rather it was the hero operating the suit.

"This time he sent a manual, and in English too," said Gwen as she smiled looking at it.

"Good, I'm not a bilingual friendly neighborhood Spider-Man," said Peter with a laugh, as he looked at the note. He read it out loud for Gwen. "Look, I know the first Iron Spider suit was a bust. A really big bust, but I made some improvements and actually tested it a bit better this time. I added some new features. I figure I would send it over to you. Use it; give it to someone else, or just send it in for scrap, the choice is yours. Even if we could not get the Portal open to Asgard yet, I feel that you should have compensation or something. Sincerely, Tony Stark. "

Gwen flipped through the manual, and looked at the features. It did have some impressive, and potentially destructive features. She smirked as she read some of the capabilities.

"So, are you going to use the suit?" asked Gwen in a casual voice.

"You know, I appreciate Tony building me this suit, but I got to go with what brought me to the dance," said Peter. "The old trusty webshooters, they might be homemade, but they're kind of my thing."

"Fair enough," said Gwen as she flipped through the manual a bit more.

"That suit would be better off for someone who didn't have these amazing Spidey powers, "said Peter.

Gwen looked at the suit of armor thoughtfully.

The two had a nice quiet lunch, before they returned to the living room. Gwen looked at the manual a bit more, as Peter tried to figure out what he was going to do with the suit. A loud buzzing caught Peter's attention, and he scrambled downstairs.

"Peter, what is it?" asked Gwen.

"Someone snooping around the museum," said Peter as he showed Gwen the read out he had gotten. "Guy resembled Hammerhead by the looks of things. At least he looks like he bought his clothes from Al Capone's estate sale at any rate."

Peter looked at everything that the equipment had presented him.

"Not even a couple of hours, and all this S.H.I.E.L.D. equipment is paying off," said Peter.

"Technically wouldn't it pay off, even if it worked when you plugged it in?" asked Gwen with a teasing smile. "Considering you didn't pay a dime for it."

"Semantics Gwen," said Peter with a shrug, as he looked over. "Hammerhead means Silvermane, and Silvermane means trouble. They kind of disappeared after the entire gang war mess over Christmas, but they're back and they're after…"

Gwen and Peter looked at each other.

"The same museum that we were at yesterday," said Peter, and Gwen nodded.

"Right, and you know what was there," said Gwen. "That goofy tablet that was supposed to have mystical healing powers, the Tablet of Time wasn't it called?"

Peter walked over. He was going to see if the S.H.I.E.L.D. computer could find him any information on the Tablet of Time. Of course, the computers were wiped blank. Therefore, Peter decided the tried and tested method of the Google search engine.

"The Tablet of Time is rumored to have magical powers to heal any injuries and reverse the process of aging," said Peter as he looked at it, but his scientifically inclined mind had trouble reconciling this little tablet. "Yeah, I don't know, but it's not the fact whether or not it has powers. But rather whether or not people believe it has powers."

Gwen nodded, she got it completely. "If they're casing the museum…"

"They might be after the Tablet tonight," said Peter but he just shook his head. "Seems like a perfect time for Spider-Man to get back into action after a month off."

Peter leaned forward, and kissed Gwen goodbye.

"Yeah, I might be a tad late for dinner tonight," said Peter.

"But the real question is will you make it back for breakfast?" asked Gwen in an exasperated voice.

"I'll do my best," said Peter, as gave her another hug and a kiss.

"Good luck, I'll see you later," said Gwen, as she watched him leave.

That was one of the only drawbacks about being a girlfriend of a super hero, they always were having to go out to deal with the latest scheme at the drop of a hat. After the Green Goblin incident, Gwen was shaken up and was a bit scared about going out alone. Not that she'd ever admit it to Peter.

She was supposed to be his equal, but she nearly got him killed.

Gwen walked up the stairs and once again looked at the Iron Spider armor.

' _Perhaps I can be that equal after all,'_ mused Gwen, as she decided to study the manual for the armor a bit closer.

* * *

Over the streets of New York swung Spider-Man. The friendly neighborhood web swinger was ready, and he looked out for Hammerhead or anyone who seemed like a twenties gangster type. Yet, he appeared to have no luck on this front.

' _Well what do we have here,'_ thought Spider-Man as he spotted a very familiar figure. He swung over to get a better look at his mysterious friend.

He saw a woman he had not seen in a little less than two years. She wore a skin tight black outfit, with platinum blond hair, and a black mask. The Black Cat was prowling tonight, and seemed to be making her way to the museum.

"Nice night for a stroll," said Spider-Man, as he saw the Black Cat look up to face him. A predatory smile appeared on her face.

"Well, Spider-Man, long time no see," said the Black Cat as she looked at him, her eyes mentally undressing him. "I've been wondering when I would run into you. I mean after our first meeting, I thought we had some chemistry…remember that?"

"Yeah that was a long time ago," said Spider-Man as he stood across from her on the roof. The roof was across the street from the museum. "I was younger, dumber, and taken in by you. I have learned a lot, and it's been almost two years. A lot has changed, and if you're up to something, I'm going to treat you like any other criminal."

"So, you're all grown up now," said Black Cat, as she stared down Spider-Man. "As much as I'd like to go a few rounds with you, I've got a very important job to do."

Black Cat aimed a kick and knocked Spider-Man down. Spider-Man rebounded and shot webbing at her. It wrapped around Black Cat. Black Cat sliced her way out, and went for the attack. Spider-Man dodged the attacks, and grabbed her arms.

"Oh, do you like it when I squirm?" asked Black Cat, as she wiggled out, and sashayed to the roof, before she aimed a punch, but Spider-Man dodged it.

They continued to circle each other, as Black Cat leaned back to give him a full view of her cleavage. She then bent her hips, held her ankles, and peered at Spider-Man from between her legs, half taunting and half teasing him. Being a red-blooded male, it was very distracting to fight a woman in a skin tight costume.

' _No don't get…keep your head in the game!'_ thought Spider-Man who struggled not to make the same mistakes he did the first time he fought this woman.

Black Cat aimed a kick at Spider-Man, but Spider-Man caught her legs and webbed them together.

"Still into tying poor innocent women up, I see," purred Black Cat, as she broke out, and tried to fling Spider-Man off of the roof.

Spider-Man hung on and he followed Black Cat. Black Cat slipped into an open window, but Spider-Man followed her.

"So Silvermane hired you to steal the Tablet of Time," said Spider-Man as he tried to stop her. "I must say, you're a bit of an upgrade from Hammerhead, better fashion sense too."

"Silvermane, please even I'm not that desperate," said Black Cat dryly as she avoided his attack. "Thanks for the compliment, but I'm working for a higher class of client."

"Oh, really, could you give me a hint?" asked Spider-Man, but she dodged a glop of webbing.

"Depends, are you going to web me to the wall or not?" countered the Black Cat.

Spider-Man winced, he walked into that one. He went for the Black Cat, but she dodged the attack. Then, she spun around, but Spider-Man managed to overpower her.

"Okay, fine, fine, you win, I give up," said Black Cat, and Spider-Man relaxed, but she pulled a stun gun out of her glove and zapped Spider-Man down. She looked down at his stunned form, and flipped her hair. "Sorry Spider, nothing personal, but its business, big business."

Black Cat slipped over, and disabled the security. She pulled open the glass case, and revealed the Tablet of Time. She heard the click of several machine guns arming behind her.

"Nice one, kitty cat," said Hammerhead as he looked at Spider-Man taken down and the security for the Tablet of Time being disabled. "You did all of the work for us."

"I should have figured you'd show up," said Black Cat, as she held her hands up. "I suppose you were following me the whole time."

"The boss likes to keep tabs on what Fisk is up to, and he knows he's after the Tablet," said Hammerhead, as he and his henchmen "Just think, this entire city belongs to Silvermane, and you just gift wrapped the spider for us as well."

"Take the Tablet if you think you can," said Black Cat, as she looked at Spider-Man who was stirring.

"I'm afraid we're going to have to take that tablet."

Several armored thugs showed up, led by Carolyn Trainer. The thugs held high tech weaponry, and pointed them at Hammerhead and his gangsters.

"The Tablet of Time belongs to Doctor Octopus," said Trainer, as she pointed a large laser canon at Hammerhead. Hammerhead chuckled at the sight.

"Ah, be careful with that thing little girl, you might shoot your eye out," said Hammerhead as he took a step back. "Last I heard old Ock had one foot in the grave."

"The Tablet of Time will heal his injuries," said Trainer, as she held her gun on Hammerhead.

Spider-Man regained his bearings, and saw two dangerous groups on either side, with himself, the Black Cat, and the Tablet of Time in the middle.

' _Oh boy this couldn't be worse,'_ thought Spider-Man, as he tried to figure out a way that did not cause him to get ripped apart by gunfire.

"Funny, the boss wants the Tablet so he can get a second chance at life," said Hammerhead. "We're not going to just let some glorified madman with metal arms…"

Trainer shot at him, and the Black Cat dodged behind the case. This allowed Spider-Man to make his move, and web the weapons out of the hands of both Hammerhead and Trainer.

"Spider-Man!"

"Yeah, I know, I'm good at uniting people," said Spider-Man as he dodged the hail of gunfire. "It's just I really wish it would not be when they were shooting at me, and you know trying to kill me."

Spider-Man swung across the ceiling, and took out the goon squad one at a time.

"Don't let him get out of here!" yelled Trainer. "Spider-Man's head belongs to Doctor Octopus…"

"No, his head belongs to Silvermane!" yelled Hammerhead, as he began to shoot at Trainer's thugs, who returned fire.

' _And they're fighting over who gets to kill me,'_ thought Spider-Man. _'That's just great.'_

Black Cat rushed in, and took out several of the gangsters with ease.

"Skin the cat!" yelled Hammerhead, but Black Cat tried to punch him. Her hand punched off of his forehead. "Ah, solid steel remember…"

Black Cat leaped over the charging Hammerhead, and Hammerhead took out several thugs with his hard head.

"That's what I was counting on," said Black Cat as she massaged her knuckles, and she saw Spider-Man disarm them. "Look alive over there, Spider, there might be more of them lurking in the shadows."

"Yeah, thanks for the heads up, Cat," said Spider-Man as he web yanked the weapons out of their hands.

The battle continued for several moments.

"This is getting pointless," said Trainer, as she tried to aim her weapon at Spider-Man, but Spider-Man pulled it away. She fell on her face, but her henchmen walked over to protect her.

"Right, out of my way!" yelled Hammerhead, as he snatched the Tablet of Time. "So long suckers!"

Hammerhead blasted the ceiling. Said ceiling cracked, and formed a barricade of debris. The fallout knocked Spider-Man on his back.

"Let's get while the getting's good!" yelled Hammerhead, and sure enough, the gangsters rushed off after him.

Spider-Man tried to get up, but he saw Carolyn Trainer have her henchmen grab Black Cat. She struggled, but Trainer grabbed a pair of handcuffs.

"This should keep these two out of my hair until I get the Tablet for Doctor Octopus," said Trainer, as she handcuffed Spider-Man and Black Cat together. "That's the police, leave these two to deal with them, we'll find the Tablet and Hammerhead."

"I think we better get out of here," said Black Cat, as she struggled to get free, but it was no use.

"Yeah good plan, come on this way," said Spider-Man, as he dragged her out, still handcuffed together. His reputation was barely recovering from all of the hits it took. The last thing he needed was for the police to find him handcuffed to the Black Cat. That particular situation would be a difficult one to explain.

The two swung out of the windows into New York, until Spider-Man tried to figure a way to break them out of the handcuffs.

Then he would have to reclaim the Tablet of Time, before either Silvermane or Doctor Octopus could use it.

This night was shaping up to be a rather long one, and he had a feeling it might only get longer.

* * *

In a van on the street sat a dark haired man. He wore a skull shirt, a black trenchcoat, and jeans, surrounded by a variety of weapons. Frank Castle better known as the Punisher had been waiting in the wings, ever since the murder of Captain George Stacy at the hands of Spider-Man. While he thought Stacy was soft hearted, and allowed criminals to get off too easy, he was still a cop that got killed.

Spider-Man seemed to have gotten off with a slap on the wrist, when the New York City Police Department gave up the search. Yet after recovering from nearly getting blown of course, the Punisher was back in town and ready to take the fight to Spider-Man.

He began to track the web slinger in his mobile crime unit. He tracked him all throughout New York City, and after the MRD cleared out, he could focus on his task. He had no problems with mutants, except when they got in his way. He did have a big problem with the MRD getting in his way, and making his attempts to bring down Spider-Man rather problematic.

Now with the MRD being decommissioned for the time being, Punisher began to track Spider-Man and found him.

"I've got your right where I want you, web slinger," said the Punisher gruffly as he made sure his arsenal was operational and ready.

Then he would continue the hunt. Spider-Man would not be able to escape anything he had in store. He prepared his missile launcher, and drove off to prepare to engage his enemy.

* * *

Spider-Man and Black Cat were on the rooftop far away from the museum, and still handcuffed together.

"You know, I don't normally go for the handcuffs until my fourth or fifth date," said Black Cat in a nonchalant voice.

"Well, this wasn't my idea," said Spider-Man, as he looked at them, trying to figure out an escape route.

"Yeah, I'd imagine, although with the way you keep trying to shoot your webbing in my face, I sometimes wonder about you," said Black Cat with a grin, as she licked a bit of Spider-Man's webbing off her fingers.

"You know if that was toxic, I would have to get your stomach pumped," said Spider-Man, but he managed to unclasp a bit of the box in the handcuffs, to see a timer going off. "Okay, should be no problem to break…"

Suddenly, his spider sense decided to kick into hyper overdrive the moment he tried to pull the cuffs. The timer began to go twice as fast.

"What's the matter?" asked Black Cat, as she leaned against the ledge, bored.

"My spider sense just went off," said Spider-Man.

"Is that what they're calling it now?" asked Black Cat with a saucy grin.

Spider-Man just shook his head, and tried to answer the woman in a dignified way. "No, when something is in danger of either killing me or seriously maiming me, there is a buzzing that goes off in my head. It warns me if something is going to happening, and these handcuffs…well unless we figure a way to get them off in about eight hours…we're going out with a bang."

"And not in a good way," offered Black Cat.

"If you must travel down that road, yes," said Spider-Man as he analyzed the handcuffs. "These handcuffs, they were slapped on us by Carolyn Trainer, which means they are technology designed by Doctor Octopus. Which means they are really advanced, therefore it may not be easy as finding a pair of bolt cutters."

Spider-Man found himself trapped between a rock and a hard spot. Also, Hammerhead had the Tablet of Time, and if it actually worked, Silvermane could return to his prime. Plus Ock was after the Tablet too.

' _Well on the bright side, this situation can't get much worse,'_ thought Spider-Man, hoping to find some optimism in the situation.

"We got eight hours, I'm sure we can figure something out," said Black Cat, as she grew rather serious, at last for a minute. "Although there are far worse ways to go out than to get blown up handcuffed to…"

Spider-Man held his hand up, and his spider sense went off once again. His ears perked up, as he heard something.

"We have company," whispered Spider-Man and Black Cat tensed up, before they looked up, to see a man dressed in a trench coat, aiming a huge bazooka at both of them.

' _Yeah, I take back about what I said about this night getting any worse,'_ thought Spider-Man as he looked up at the man, trying to figure out who he was.

"Goodbye, Spider-Man," grunted the Punisher, as he armed the bazooka, and pulled the trigger.

A large charge spiraled through the air, flying at Spider-Man and Black Cat, both still handcuffed together. A loud explosion echoed throughout the streets below, as the building crumbled from where the shot registered.

**To Be Continued in Chapter 103: Tablet of Time Part Two.**


	103. Tablet of Time Part Two

**Chapter 103: Tablet of Time Part Two.**

The debris scattered in every direction, as Spider-Man managed to shield it with a net of webbing. Dust filled the air as both of the handcuffed parties began to cough and wheeze. The Punisher sent a sonic grenade down at them, but Spider-Man grabbed Black Cat around the waist and swung them out of harm's way.

' _Yeah, that will raise the taxes,'_ thought Spider-Man as he moved down, but then he stopped. To realize, _'Not to mention all of the innocent lives this nutjob is putting in jeopardy.'_

Punisher dove down, as he held a bazooka.

"Say your prayers Spider-Man," grunted the Punisher as he locked the weapon on his target, which kept moving.

"Sorry, I never like to mix religion and crime fighting, it confuses the issues," said Spider-Man in a shaky voice, but he caught sight of the man's shirt. "Oh, let me guess, with the skull on your shirt, your name must be bonehead or something?"

"Spider, now's not the time to heckle the crazed man with the arsenal!" yelled the Black Cat, but despite dodging, the two avoided a miniature missile which impacted a satellite dish, blowing it to bits.

"Hey, that satellite dish cost me money!" shouted a man from inside of the house, shaking his fist at the Punisher from his window.

Spider-Man and Black Cat continued to move, breathing heavily. An electrified net shot out, but they dodged it. Several pigeons were caught in the crossfire, and zapped. Spider-Man aimed a web shooter, and pulled the bazooka out of the Punisher's hand.

"Swing me, I got an idea," said Black Cat.

"Of course," said Spider-Man, as he swung her, and Black Cat kicked the Punisher in the face with a high heel boot. Punisher backed off in agony.

' _That's going to leave a mark,'_ thought Spider-Man, as Punisher massaged his face from where the heel connected.

Punisher pulled several grenades from his trench coat and flung them with reckless abandon. Spider-Man avoided the attacks, despite being handcuffed, with Black Cat keeping up the pace.

"Just why are you doing this?" demanded Spider-Man.

"You killed Captain George Stacy," said the Punisher, as he held another gun, before he fired at Spider-Man three times. "Therefore you need to be taken down. I'm the Punisher, that's what…"

Spider-Man, with one arm, managed to disarm the Punisher once again, and then webbed his mouth shut.

"You're putting innocent people in the crossfire!" yelled Spider-Man, his voice echoing so those below could hear it. "Just how many people are you willing to take out?"

Spider-Man's spider sense indicated that Punisher had one more trick up his sleeve. He hand another gun, that fired stun blasts at Spider-Man.

' _This guy's a one man army,"_ thought Spider-Man, as he swung down.

"He's not the only one who has a few tricks up their sleeve," said Black Cat, as she removed an object from her glove, before she flicked it at the Punisher. The Punisher found himself temporary blinded, and succumbed to the knockout gas.

"Nice shot," said Spider-Man.

"Well a girl has to be prepared," said Black Cat, but she looked at the handcuffs. "We still got to get out of these, because you have a bad habit of getting shot at."

Spider-Man looked at her, and felt the need to speak up and defend himself. "Hey, that's…okay you're right."

The Punisher rolled over. He was down, but not out. As he recovered from the gas, he would vow to have his day of reckoning with Spider-Man.

* * *

Hammerhead exited the limo, as he waved a dozen heavily armed and smartly dressed thugs over. Two other thugs carried a stone tablet with them.

"Careful with that thing," said Hammerhead as he looked at them, and cracked his knuckles. "You break that, and I'll break your skulls."

"Right Hammerhead," said one of the thugs, nodding fearfully.

"Okay, the boss wants this mystical magical voodoo tablet thingy, so we're just going to give it to him," said Hammerhead, but at that moment, the Master Planner gang showed up, with laser weapons. Carolyn Trainer showed up. "Well if it isn't Octavius's little errand girl."

"Given you fetch Silvermane's dry cleaning, I wouldn't be so mocking of the responsibilities of others," remarked Trainer, as she held up a rather large laser cannon. "Alright, Hammerhead, the tablet, hand it over, or your organs won't even be fit for harvesting."

"Feisty I like that," said Hammerhead in a low voice.

"Give me the tablet, or I will fire," said Trainer, as her finger inched towards the trigger.

"Boys, liquidate them," said Hammerhead, as a battle took place, with high tech laser weapons against machine guns. Hammerhead stood behind the car, to take the Tablet into Silvermane.

"Stop Hammerhead!" yelled Trainer, as several of the gang members rushed in, but the gangsters beat them to the punch. A shower of bullets bounced off a force field around them, and the two groups continued to fight.

The battle raged on for several minutes, with both sides losing members of the war. Footsteps ceased fighting, as Silvermane showed up. The silver haired gangster looked at Trainer and the rest of the Master Planner gang with disgust.

"If you want something done right, got to do it yourself," said Silvermane in a raspy voice, as he leaned on a walking stick.

"Yeah, what are you going to do, you relic?" taunted one of the members of the Master Planner Gang. "Are you going to just throw your old man diapers at us or something?"

Silvermane just took off his jacket to reveal a vest with a button on it. He pushed the button, and his body surrounded by thick armor, transforming him into a cyborg. Silvermane lumbered forward. One punch knocked two members of the Master Planner gang to the ground.

"I'm not completely ignorant about technology, 'said Silvermane, as he hit another Master Planner gang member so hard that the impact ruptured his kidneys. "Of course, I know I didn't build this suit. Invested money in this, in case I ran into Spider-Man, but Octopus's goons will do nicely. This suit protects me, makes me stronger, and hurts anyone I choose."

The laser blasts bounced off the suit, but Silvermane just choked one of the members of the gang, until he slid down to the ground lifeless.

"Granted, with this suit and my youth restored from the Tablet of Time, I'll be unstoppable," said Silvermane, as Carolyn Trainer made a hasty retreat. She left the rest of the members of the Master Planner's gang at the mercy of Silvermane. "Going to have to send the Tinkerer a few more million for this, it really works like a charm."

Silvermane bashed down on the side of the neck of one of the gang members, causing it to snap. The young man had no chance. He began to tear the armor off of the remaining gang members, leaving them vulnerable.

"Boys," said Silvermane snapping his fingers, and a shower of bullets impacted the Master Planner gang.

Blood splattered on the streets of New York.

"Now, to the Tablet of Time," said Silvermane, and Hammerhead led the charge, with the rest of the gang following him into the hideout.

* * *

Spider-Man looked at the handcuffs, as he carefully lowered his hand towards them.

"Okay, that's not it," said Spider-Man as his spider sense went off to warn him of the danger.

He managed to slowly grasp the flap and see the wires underneath. He looked at four wires, one was red, one was blue, one was green, and the other was black.

"Okay, it's not the red, not the blue," said Spider-Man as he tried the scientific method of using his spider sense to figure out the handcuffs. "So, the green or the black?"

"Wouldn't it be one or the other?" asked Black Cat.

"One shuts down the countdown feature, while the other disables the explosive," said Spider-Man, as he just held up the wire cutters the Black Cat had borrowed from a toolbox. I just hope this works.

Spider-Man snipped the green wire, and then the black one.

"Okay, now use this," said Black Cat, as she handed him a lock pick.

"Yeah, should have figured you'd have one of those on hand," said Spider-Man, as he unlocked himself, and then Black Cat from the handcuffs.

Spider-Man breathed a sigh of relief, as Black Cat looked at him. The two walked out of the warehouse where they had worked on the handcuffs. She spoke up. "I'm really sorry."

Spider-Man immediately got kicked in the face, and Black Cat moved off into the distance. She shot a grappling hook out of her glove.

"Sorry Spider, but I'm still getting big money to track down and deliver the Tablet of Time," said Black Cat as she swung off.

Spider-Man shook off the impact.

' _Quite the roundhouse kick,'_ thought Spider-Man, in a daze. _'Chuck would approve.'_

He moved to try and follow the Black Cat, but the Punisher dropped down to face Spider-Man. Missile launcher was armed as he faced the web slinger.

"You again?" demanded Spider-Man as he aimed his web shooters. "This is really getting monotonous."

"I see you lost the Black Cat, good, one on one is how I like it," said The Punisher, but Spider-Man splattered two web balls. The Punisher dodged them and shot at Spider-Man with his missile launcher.

A missile flew over Spider-Man, and blew up a fence.

"Are you trying to cause property damage?" asked Spider-Man, as he web yanked the missile launcher away from the Punisher.

Spider-Man dove at Punisher, and impacted a series of kicks at him. The vigilante was backed off by the web slinger, but Punisher caught him by the legs. Spider-Man was swung, and hit the ladder with a solid crash. Spider-Man scaled up. With his strength, he detached the ladder, and slammed it onto the head of the Punisher.

Punisher held his head, as Spider-Man shot webbing out, and began to swing.

' _I don't have time for this,'_ thought Spider-Man as he swung from rooftop to rooftop. _'Got to find the Black Cat or Trainer or Silvermane or whoever has the valuable stone tablet of vague mystical energies.'_

The Punisher appeared in the air. He hovered with the aid of a jet pack.

"Hey, wait you get a jet pack?" yelled Spider-Man in astonishment, as the Punisher threw several grenades at him.

The police arrived. They saw Spider-Man fighting the Punisher, two dangerous vigilantes they were after.

"Clear out the area!" barked Captain Jean DeWolff as she looked up. "Take both Spider-Man and the Punisher alive!"

Spider-Man and the Punisher continued to do battle atop New York City. Punisher fired at him, but the web slinger evaded the attacks.

"You know what with that arsenal, you'd think you would be able to take out one itsy bitsy little spider," said Spider-Man as he dodged the attacks with precision and grace.

A loud explosion caused the condemned building they were fighting on to collapse.

' _No, I don't need any more dead cops on my head,'_ thought Spider-Man, as he swung the Punisher out of the way. Then he managed to catch the falling debris with his webbing, before he waved the cops out of the way.

"Get out, clear out now!" yelled Spider-Man.

"You heard him, back off until this gets secured!" yelled DeWolff, as she ordered her men and women back.

The debris collapsed and Spider-Man found himself stunned from the impact. The Punisher arrived, and dug him out of the debris.

A hand was offered, and Spider-Man took it. The Punisher looked at him.

"Saw you back there help those cops despite you having a chance to save yourself," said the Punisher in a gruff voice. "Can't figure out why, given you killed Stacy…"

"I didn't, that was Doctor Octopus and the Green Goblin," said Spider-Man. "But while you were fighting me, I lost a rather dangerous criminal I was going after. His name is Hammerhead, he works for Silvermane, I'd imagine you heard of them."

"Oh, I've heard about them alright," said Punisher as his van rolled down the street, operated by remote control.

"If you want to go after criminals, start with them, and leave me out of this," said Spider-Man. "We might have different methods, but if we work together, we can stop Silvermane from using the Tablet of Time and returning to his prime."

"Better fill me in on the way, web head," said the Punisher as he checked his arsenal. "I have a good idea where Silvermane and Hammerhead might be holed up. Better tell me about this Tablet, and how dangerous it is."

Spider-Man got into the Punisher's van with him.

' _Yeah trusting this guy might not be my smartest move ever,'_ thought Spider-Man. _'But if Silvermane actually gets the Tablet working…I don't want to even think about the consequences.'_

With that the Punisher drove off, with Spider-Man filling him in about what he knew about the Tablet of Time on the way.

Of course, Spider-Man regretted the arrangement. He could tell Punisher learned to drive in New York.

* * *

The Black Cat slipped through the windows of Silvermane's base of operations. She looked up, and slipped in the shadows. She sprayed a mist through the room. It revealed the security system. With careful acrobatics, she evaded them all and walked over to a table where the Tablet of Time laid.

' _Jackpot,'_ thought the Black Cat with a smirk, as she reached for the Tablet, but felt several guns on her back.

"You know, I used to have a cat when I was little," said Hammerhead with a gruff voice as he held a gun on the back of the Black Cat's head. "Got bored, and threw it out in front of a bus."

"Charming," said Black Cat in a dry voice, as she was spun around.

"Walked right into a trap," said Hammerhead as all of the guns were on the thief. "Move it nice and easy, kitty cat. Or we'll see if cats really do have nine lives."

The Black Cat was lead forward, until Silvermane entered the room. Silvermane peered down at the woman, young enough to be his granddaughter. Hammerhead pushed Black Cat down on her knees.

"That's a good look for you," said Silvermane, as he looked down at the criminal.

"Please, you act like this isn't the only time I've been the only girl in a room with a bunch of dirty old men," said Black Cat as she rolled her eyes. "If' you're going to shoot me, then get it over with."

"In due time, but I suppose the Kingpin sent you after the Tablet," said Silvermane. "His wife lingers an inch between life and death. I should know, I had arranged the hit from inside prison after he stole my empire. Fisk never could hold onto this city forever. He allowed himself to be defeated by some do-gooder in a Halloween costume."

"Yeah, well if Spider-Man gets his hands on you, he's not going to be happy about you stealing that Tablet, "said Black Cat.

"I'm hoping he'll come, believe me, I'm hoping," said Silvermane in his low voice, as he grabbed Black Cat's chin and forced her head up. "You see, the city has changed for the worst. Men used to rule this city, run everything in this city with dignity. Now we have a bunch of freaks dressing up running around on both sides of the law"

Silvermane stooped down, to whisper in her ear, soft and deadly. "But once I return to my prime using the Tablet of Time, I'll fix that. There will be a bloodbath and Silvermane will reign supreme once again."

"Big talk, but can you back it up where it counts?" asked Black Cat as she looked up at him, seeing Spider-Man crawling in through a window high above.

"Once I return to my physical prime, you can witness that first hand," said Silvermane as he looked down at her, sleaze dripping from his voice.

Spider-Man jumped down, and webbed the guns out of the gangster's hands. Hammerhead turned around.

"You again!" yelled Hammerhead as he cracked his knuckles.

"Yeah me again," said Spider-Man as he dodged the gun fire, before the Punisher drove through the entrance of the warehouse in his van. This caused them to scatter.

' _Well the boy knows now to make an entrance,'_ thought Spider-Man, but before that thought went through his head, Hammerhead's head went into his shoulder. The web slinger flew back and smashed into several crates.

Spider-Man winced as he cradled his shoulder, and Hammerhead jumped up, but Spider-Man rolled out of the way. Punisher exited the van and made his way towards Silvermane.

"Alright, Silvermane, it's just you and me now," said Punisher, as he held a rocket launcher, but Silvermane pressed the silver button. His cybernetic suit appeared over his clothes. A missile was fired at him, but Silvermane repelled it back.

Silvermane sprung forward, and grabbed the Punisher by the trenchcoat.

"So, you've been giving my men this trouble," said Silvermane, as he flung the Punisher into some boxes. Punisher landed hard and Silvermane grabbed him. A palm thrust impacted the Punisher's heart. "You don't seem so tough."

Punisher threw a flash bang and blinded Silvermane temporarily, but he still had his suit on, therefore he was still dangerous.

Hammerhead and Spider-Man continued to circle each other. Spider-Man jumped over Hammerhead, and his head smashed against the wall. A line of webbing shot from his web shooters wrapped around Hammerhead's ankles.

Spider-Man jumped up, but Hammerhead flung a crate. The web slinger dodged it, and hit Hammerhead in the kneecaps. The mobster was flung to the ground, but Silvermane moved in, and nailed Spider-Man.

"Alright, we're going to see what this suit can really do," said Silvermane, as he armed the suit to full power. He aimed a punch, but Spider-Man dodged it.

"Yeah, you might be strong in that tin toy, but you're not smarter, "said Spider-Man, as the Black Cat pulled herself up. "Or any better looking."

"Do not mock me!" yelled Silvermane as his hands were surrounded by energy. Said energy ripped through the air at Spider-Man. Spider-Man dodged the attack and they burned a hole through the wall.

' _Yeah better stay away from that,'_ thought Spider-Man as he ran up the wall and aimed both of his feet at Silvermane. A loud crack echoed, and Silvermane staggered off to the side. Spider-Man tried to web Silvermane up, but Silvermane caught the webbing.

With the enhanced strength of his armor, Silvermane flung Spider-Man halfway across the room. Spider-Man crashed onto the ground with a thud, and Silvermane rushed in, but Black Cat nailed him in the back with a crowbar. The aged mobster did not flinch, and turned around to grab Black Cat by the throat.

Spider-Man rushed forward, and grabbed Silvermane's arm. He twisted it, and seemed to have damaged one of the circuits. Silvermane cradled his arm, and Spider-Man shot two lines of webbing.

"Alright, this thing isn't foolproof after all," said Spider-Man as Silvermane ripped through the webbing. "Come on, is this the best you got?"

"No, no one ever makes a mockery of Silvio Manfredi like this," said Silvermane.

"Well this is technically the first time we met, so there's a first time for everything," said Spider-Man, as Silvermane tried to shoot up Spider-Man with a machine gun. Spider-Man dodged the hail of bullets, before he pulled it off, and a huge punch knocked Silvermane back. Spider-Man ripped off his cybernetic armor, causing the old man to crumple to the floor.

Black Cat made a mad dash for the Tablet of Time, but Spider-Man swung over her.

"Not so fast Cat, you're going to have to get past me if you want the Tablet of Time," said Spider-Man. Black Cat pretended to back off, but then aimed a kick. Spider-Man blocked it, and twisted her leg, causing her to spiral off the steps. "Fool me once shame on you, fool me twice shame on me…you get the drill."

Spider-Man somersaulted to face her, but Silvermane crawled up the steps, and grabbed the Tablet of Time. He cradled it, and looked about ready to kiss it.

"At last, the power is mine!" yelled Silvermane, as Spider-Man and Black Cat ceased fighting.

"For the record if you let me steal the Tablet, he wouldn't have it," said Black Cat.

"Well if you hadn't tried to steal the Tablet in the first place, no one would have it," argued Spider-Man, but Silvermane cradled the tablet lovingly in his arms.

"At least, my precious tablet, and all of the power, it's all mine to behold!" yelled Silvermane in a triumphant voice. "And now, I'm going to find a way to make sure no one ever touches me again. I'm going to make myself young again; I want to be so young that no one can ever hope to touch me, including Spider-Man!"

"Oh come on Silvermane, you can't believe that hocus…pocus," managed Spider-Man as he saw mystical energy swirl from the Tablet of Time. The energy engulfed Silvermane, and caused him pure bliss.

"YES, YES, YES!" screamed Silvermane, as he felt the energy encircle him. He turned into a much younger man and a much stronger man, about in his twenties. He walked down the steps, and Spider-Man tried to grab him, but Silvermane smacked him back hard. "You see, I've been waiting for this for a long time. Ever since I heard about the Tablet and what it could do. It could turn back the hands of time and erase the process of aging!"

Silvermane punched away at Spider-Man, and the Black Cat got knocked down as well. Spider-Man tried to attack him, but Silvermane hurled him across the room with savage fury.

"This is how I was at the prime of my criminal empire, I could beat men to death with my bare hands," said Silvermane as he nailed Spider-Man in the ribs with another shot. "And I could crush any spider that came my way."

Spider-Man dodged another attack, and tried to shoot webbing. Silvermane evaded it, and pulled a knife. Spider-Man dodged the attack, as the now young mob boss moved over. His gang members got up to see the boss in his prime, but the Punisher was back up as well.

"Young or old, I'm still taking you down Silvermane," said Punisher in a gruff voice, as he aimed a gun on Sivlermane. "So what's your pleasure? Take your bullet like a man or fight."

"Please, you couldn't even touch me, not even Spider-Man could touch me now," said Silvermane as he was glowing. Everyone looked confused. "Wait, what's happening?"

Silvermane's voice cracked, as he suddenly evolved from a twenty some year old man into a teenager. He got younger and younger by each passing moment.

Ten years old, nine years old, eight years old, seven years old, six years old, he continued to regress in age.

"No!" yelled Silvermane, as he threw a tantrum as a five year old child.

Yet the de-aging process continued. Silvermane became a three year old child, then a two year old child. Finally a screaming infant was on the ground, as Hammerhead looked on in shock.

"Boss?" asked Hammerhead, as he scooped up the infant in his arms. He used the child as a shield, blocking himself from the Punisher. "Alright boys, let's beat it, out the door double time!"

Hammerhead and his goons rushed out, as Punisher just growled. While they had a child, he could not shoot them. Even if that child was technically Silvermane, he had a moral code to live by.

Spider-Man turned around, but the Tablet of Time was gone and so was the Black Cat.

' _She got away,'_ thought Spider-Man in frustration. _'And after all that, she took the Tablet of Time.'_

The Punisher left at that moment, but Spider-Man was faced with Captain DeWolff as she entered. Her eyes widened. She motioned for Spider-Man to move out the window.

"Captain DeWolff, is Spider-Man there?" asked one of the police officers from the outside.

"No, he must have gotten away, the Punisher too," said DeWolff, as Spider-Man climbed out the window, and swung out the back way.

' _Guess that's calling it even for saving her life,'_ thought Spider-Man. _'Well, I thought I was bringing Silvermane to prison after what he pulled, but a nice little playpen will do quite nicely.'_

Spider-Man made one last comb of the city, but the Black Cat had slipped under the radar.

* * *

Felicia slipped into the prison, and walked up to meet with Wilson Fisk, but he had his head inclined in his cell and appeared to be in mourning.

"I'm afraid this attempt to get the Tablet of Time was too late," said Fisk in a remorseful voice. "Vanessa, her parents had the plug pulled on her just earlier today. My son Richard apparently caved into them…but he didn't want to see his mother suffer any more. Plus I heard what the Tablet did to Manfredi…perhaps it was for the best."

"What about your wife?" asked Felicia.

"She'll expire in a few days," said Fisk as he maintained his composure. "Of course, she hasn't technically been alive in about ten years. Ever since the bullet impacted the base of her brain, I thought I could find a cure. With all of my money, and all of my resources, I feel I failed where it counted. The collapse of my empire pales in comparison."

"Do you wish for me to return the down payment?" asked Felicia.

"Keep it, you earned the money," said Fisk as he waved it off. "And thank you for your efforts to procure the Tablet, despite the risks and a pleasure doing business with you."

"Yes," said Felicia. "Sorry about your wife."

"Don't be, it may have been inevitable," said Fisk, as he turned his back to hide the expression on his face.

Felicia left, holding the Tablet of Time. She decided to return it to the museum the next night, and maybe if she was lucky, Spider-Man would be there.

* * *

Carolyn Trainer moved down the main laboratory, where a shadowed figure hooked up to machines stood. She turned to address him.

"The Tablet of Time was a complete bust," said Trainer calmly, as she waited.

"Unfortunate, but likely," said Doctor Octopus in a raspy, barely audible voice. "I fear that my time runs short. Stark's unrefined arc reactor technology has caused my body to become crippled. These machines may sustain me, but by the end of this year, I may be dead."

"There is still time to find a cure," said Trainer as she surveyed her mentor.

"I do not wish to waste time for a cure," rasped Doctor Octopus. "I want to spend what little time I have left on righting the wrongs made against me. Both Spider-Man and the Kingpin, they might think I'm out, but as long as I draw breath, I still have power. And I will bring them down before I pass on, even if I have to take all of New York with me."

Trainer nodded, as she feared for her teacher's sanity, as the cancer ate away at his body at an accelerated rate.

* * *

Back at a secondary hideout, the baby Silvermane cried, as Hammerhead and the rest of the mobsters surrounded.

"Okay, we've had the screws put to us in a big way," said Hammerhead. "Rule of thumb boys, never mess with magic. At this rate, we're going to be number two."

"That's not the only thing that's number two," said one of the mobsters, as they all backed up.

"Ah boss, why did you have to do that?" groaned Hammeread as he looked around at them. "Okay, listen up, do any of you mooks know how to change a diaper?"

There were head shakings, and Hammerhead thought for a brief instant the chair looked rather inviting right now.

* * *

In the early hours of the morning, Peter pushed open the door. Gwen greeted him dressed in a tank top and shorts, with slippers.

"So did I make it home in time for Breakfast?" asked Peter.

"No, just a couple of hours early," said Gwen as she leaned forward, and gave him a kiss. Peter returned it, as they embraced, before they broke it. "So what happened tonight?"

"Well, it was an interesting night to say the least," said Peter with a yawn.

"Let's sleep in a little bit until Breakfast, and then you can tell me about it then," said Gwen.

"Sounds like a plan, because last night was a doozy," said Peter. "You wouldn't believe it, heck, I don't believe it, and I was there."

Gwen was curious, but she could see Peter was worn out. The two went up to their bedroom, before they crashed for a few hours.


	104. Revenge Part One

**Chapter 104: The Revenge of the Juggernaut Part One.**

Through the deserts of the South Western United States ran a dark haired scientist dressed in a white top and purple pants, with tennis shoes. He wore a pair of glasses, as he continued his trek across the desert. His breath continued to speed up, as his legs grew tired. Yet, he had to keep moving, and most importantly, he had to keep calm. For the love of God, he had to keep calm, because bad things happened when he got angry. People did not like him when he was angry.

"Banner, just quit running, you can't stop us forever!" yelled the booming voice of Thunderbolt Ross. "You and your little alter ego need to be reined in for national security."

The Hulkbuster unit rolled in, as Bruce Banner threw himself behind a large sheet of rocks. His breath continued to quicken, as he looked up. Ever since he became the Hulk, he had been on the run on and off from the United States Government. Ross had an ax to grind with him, and he didn't really care about national security. He wanted the Hulk to be his own personal weapon. If the United States Government had an entire army of Hulks, no country in the world or their weapons could touch them, not even close.

Yet the Hulk just wanted to be left alone. Banner continued to run, going faster and faster. He would lose them, but he must not get upset. Bruce Banner could easily disappear into the cracks. He felt the monster trying to break through, but suppression was something that was a constant struggle. Always staying calm, always keeping his emotions under control, and always avoiding the urge to smash anyone who annoyed him.

"Okay, Banner, let's see if you can get on a bus, without Ross catching up to you," said the scientist underneath his breath as he made his move. He heard the whirling of helicopters, but he dare not lose his head.

Three years ago he was turned into the Hulk, since that accident where Gamma radiation had caused him to mutate. There were others who had suffered in the explosion, but they remained savage and feral while Bruce could turn back and forth into the monster. Of course, it happened when his emotions got the better of him, most commonly his anger.

He arrived at a bus, and paid the fare.

"Does this bus go to New York?" asked Banner.

"If you pay the fare," said the bus driver dryly.

"Then take me there, and get me far away from here," said Bruce, as he crouched down. At least he had lost the Hulk Buster units. He took a seat in the middle of the bus, trying to keep his head down.

He had to look up an old friend of his in New York, a Doctor Curt Connors. From what he heard, Connors had his own green menace that he dealt with, in the form of the Lizard. Perhaps some of his research could give him some ideas on how to spare him of the Hulk.

' _Technically I'm a part of you, so you'd be committing suicide,'_ growled a voice in his head. _'You can't keep me inside forever. You can't hide from your own demons, Banner.'_

"The people think the Hulk is a monster, as long as he's part of me, that makes me an enabler," said Banner. "Of course, the Hulk could be more if people open their eyes."

' _Right,"_ grumbled the voice from within.

* * *

Peter and Gwen both walked around Empire State University. They had just gotten back from the New Student Orientation. They would be starting their first semester after Labor Day.

"We did save a lot of money by buying a house," summarized Gwen as she looked at the prices. "Dorm costs are outrageous, but we should be able to commute back and forth. What would you say, thirty minutes by car, fifteen minutes by web slinging?"

"Well, we did make sure to get a house where the commute would be easier, and we could easily go home," said Peter, as he held her hand. They walked around, and looked at their course schedule. They were lucky enough to be in many of the same classes together.

Peter was also getting paid to help test out the Danger Room, and work with Wolverine in trying to develop new training programs for the X-Men. Or to be more accurate, try to talk Logan out of making these training programs lethal. Still it was a nice steady income, and eventually Peter and Gwen would be teaching at the Xavier Institute, once they learned everything they needed to know about genetics. Xavier agreed to put them both through ESU, as he remarked that dedicated teachers were hard to come by, whether they would be human or mutant.

"Sounds like we have a rather solid program to deal with this first semester," said Gwen as she looked at her schedule. "Course load doesn't seem too bad."

"Well they don't want to overwhelm you at first," replied Peter, as he nodded. "The last thing they need on their reputation is a bunch of students dropping out one semester in because they got a harsh taste of the dark side of college too soon."

' _After all, some people are under the delusion that college is nothing, but nonstop partying,"_ thought Peter, in amusement.

"True," agreed Gwen, but then she looked outside, to see a figure. "Peter, isn't that Bruce Banner?"

"As it the famous Gamma radiation expert Bruce Banner?" asked Peter. "As in, the guy who turns into the Hulk, Bruce Banner?"

"Well how many Bruce Banners do you know?" countered Gwen.

"Well we've met this one, or his big green alter ego at least," said Peter, as he went on a mental trip down memory lane to the first time he encountered the Hulk.

Peter recalled his first meeting with the Hulk. After all, one didn't forget something like that. It was at the sophomore dance at Midtown High, and the Hulk stormed the school, trashing the gym, ruining the night for everyone. Spider-Man managed to calm the Hulk down. He suspected both Banner and the Hulk were still out there, even though they had both dropped off the grid over the past year or so.

Yet, there Bruce Banner was outside of ESU, sneaking around, obviously looking for something. While Peter's spider sense wasn't triggered, his curiosity was, because the last he heard, the Hulk was being chased in the Southwest.

Peter moved to see what Banner wanted, and Gwen followed him. Both remained on their toes, the last thing they needed was to upset Banner, and cause him to transform.

"Excuse me, Doctor Banner?" asked Peter. "I was wondering if you were lost, my name is Peter Parker, and this is my girlfriend, Gwen Stacy."

"Oh, yes, I was wondering if you could tell me where I could find Doctor Curt Connors," said Bruce Banner. "He's an old colleague of mine, and he did some research…research that can help me to solve a problem. Do you happen to know where he's staying?"

Gwen and Peter looked at each other, somberly. They both know what happened to Doctor Connors. He had been run over in a subway as the Lizard, during a fight between Spider-Man and the Chameleon many months back.

"Don't get mad about this," said Gwen softly, as she looked at Bruce Banner. "Connors got killed a while back. It was a horrible accident."

"Damnit!" yelled Banner, as his pupils started to dilate and turn green. Gwen and Peter took a step back, not wanting to be in arm's reach in case the worst happened.

' _Parker think quickly before you have a scene on your hands,'_ thought Peter.

"Wait, Doctor Banner, now listen, take a deep breath," said Peter, as he looked at Banner. "Doctor Connors, we were working for him, we saw a lot of his research. Maybe we can help you find what you need."

"Yeah, we have a lab back home, I have a file with a lot of his notes," said Gwen who marveled at the quick thinking of Peter.

Bruce pondered the matter, but slowly nodded his head.

"Well, trusting teenagers is about the only option I have," said Bruce as he looked at them. "Come on; let's see what we can do. I'll try not to get angry."

"Yeah, I don't think I'd like you when you're angry," said Gwen under her breath, as the trio walked off, driving home.

' _He better not Hulk out in my car,'_ thought Gwen. _'Or I'll be sending him the bill.'_

With that, they drove home, to try and give Bruce an answer to his little big green problem.

* * *

Thunderbolt Ross paced back and forth, an ugly grimace on his face. His knuckles cracked together, as he turned to the members of the Hulkbuster unit. He stared them down, a gruff expression on his face.

"We spend valuable money on these units, and they can't track down the Hulk," growled Ross, as he poked them in the chest. They backed off. "And it's not even the Hulk, it's Bruce Banner. A Banner distracted trying to deny the monster inside him from breaking out. You can't even deal with that!"

Everyone trembled, as they put some distance between them, as Ross looked more dangerous than the Hulk at this point.

"General Ross, we'll find him," said one of the troops, but Ross shook his head.

"When Banner loses it, he can't be stopped," said Ross. "I was hoping to capture Banner, but it appears that's not going to happen."

"He's unstoppable when he's the Hulk," said one of the troops. "Even with the Hulkbuster units, he could flatten us."

"Unstoppable is right," said Ross in a gruff voice, as he walked over to a control console. He peered at a set of metal doors, a twisted grin on his face, before he turned to his men. "We're going to fight fire with fire boys, unstoppable with unstoppable."

Ross walked over to the control panel. He pressed several buttons in specific sequence, opening doors. The doors slid open to reveal a containment tank. Inside the containment tank rested a large red haired man, dressed in a brown suit. He was currently sedated, in a slumber. On the table beside him rested a brown helmet. Ross continued to walk forward, and pressed his hand on the glass.

"Sir, that's Cain Marko, the Juggernaut," said one of the troops, as his hands shook, but he held his gun. "It took the X-Men and Spider-Man combined to put him down last time! Once you let him out, nothing will be able to stop him."

"I know," said Ross as he looked at the other members of the Hulkbuster unit. "Not even the strongest there is can hope to withstand an unstoppable Juggernaut. When the Hulk has been felled, we'll swoop in and pick him up. We'll have him in custody within the next few days."

Ross prepared to open the containment tank. Several members of his own team looked at him like he had utterly lost his mind releasing someone like Marko just to settle his vendetta with the Hulk.

The containment tank cracked open, and Marko shook himself awake. His eyes opened.

Cain Marko, the Juggernaut, looked down at General Ross, with a disgusted look on his face.

"Who the hell are you supposed to be?" grumbled the Juggernaut.

"At ease, soldier," said Ross as he stood in front of the Juggernaut. "I've liberated you from the MRD, and I'm going to free you back into the world. You've been asleep for two and a half years."

"Yeah ever since that wimp Spider-Man got a lucky shot, and Charlie's little X-Geeks put me down!" growled the Juggernaut, as he took a step out, and was handed his helmet by Ross. "I'm going to settle the score, and show that that nothing can stop the Juggernaut!"

"I'm going to cut you a deal Mr. Marko, I'll allow you free reign on Spider-Man and the X-Men," said Ross as he stared up at the unstoppable force. "But right now, you need to do a duty to your country. You are going to help me take down the Hulk."

The Juggernaut responded with a loud rumble of laughter, as he shoved Ross to the side.

"Now, it's your duty and I compel you to…"

"I pay my taxes," said Juggernaut with a growl. "That's all the duty I have to this country. You can fight the Hulk yourself; I've got a bug to squash."

"I don't think you understand, I released you, you owe me!" said Ross hotly, but the Juggernaut shoved him against a wall.

"I don't owe you shit!" growled the Juggernaut as he stepped over the body of Ross. The Hulkbuster units moved in, and began to pelt the unstoppable force with bullet after bullet. "Ha, tickles."

Juggernaut mowed them down with absolute fury, as he continued his way to the door. He smashed his way through the wall, as a large tank rolled in, and aimed an energy blast at Juggernaut.

The unstoppable Juggernaut pushed through the energy blast, and punched through the tank. He then picked up the battered remains, and hurled them towards the military base. The Juggernaut continued his trek across America, until he reached the Xavier Institute where he would pay Chuck and his little students a house call.

Then he would also settle the score with Spider-Man.

General Ross pulled himself up to his feet, as he watched the Juggernaut disappear into the distance. A grin appeared on his face. If everything worked out right, the Juggernaut would run into the Hulk.

"Set up a monitoring station, we're going to watch this one develop closely," ordered General Ross, as he leaned in, obsession dancing in his eyes.

The Hulk had been a big headache for the past three years. Such a beast could be a valuable weapon, but it was uncontrollable. It needed to have more of a mind for strategy, a mind of a soldier for it to be of any use.

* * *

Peter and Gwen sat around their dining room table. Bruce Banner waited in the back of the room. They had a microscope set up, and a sample of Banner's blood underneath it. At this point, Peter looked at the blood, and tried to analyze it. It was beyond most things he had ever studied.

' _The Hulk's blood is a science geek's wet dream,'_ thought Peter, as he looked at the blood. _'It's amazing, to think Gamma radiation could cause a mild mannered scientist to turn into a hulking monster.'_

"Make sure to destroy that blood sample when you're done," said Bruce as he eyed them.

"Yeah, last thing we need is an attack of the Hulk clones, right," said Peter, trying to lighten the mood, but Bruce just remained stoic and humorless. The fact he was calm was encouraging to both of them.

"Well, Doctor Banner, this is…I don't even know where to begin," said Gwen as she analyzed the readings. "While on the base level, you are not too unlike the Lizard, there are many, many differences. I'm sure if Doctor Connors was still with us, he might be able to shed some more light on what could be done. Right now, I just…I just have to look at this. A cure might be something that's beyond us, or even anyone. It's almost like the Hulk is a part of you."

"That…The Hulk is a disease!" snapped Banner, but Peter flashed him a warning, and quite nervous look.

"Think calm thoughts, please," said Peter, as Bruce took a breath to calm down. "Just remember, you're a guest here, we're trying to help you the best we can. We're not going to let the government get you. Not Fury, and not…"

"Fury's the least of my concern," said Banner as he looked around. "I'd take my chances with Fury, but Thunderbolt Ross has been after me for the longest time. It doesn't matter if it's the Hulk or Bruce Banner. He's obsessed with bringing me in, and weaponizing the Hulk."

"Well, who would look for either of you in a house in the suburbs?" asked Peter, and Banner nodded. "Let's see if we can make any headway, even if it is something that might give you an idea of what you might be able to do."

"Any help's appreciated," said Banner, as he managed to keep his breath crisp and calm. He waited for the two young scientists to continue to analyze the blood.

' _Are you that desperate to get rid of me, Banner?"_ asked a voice mentally. _'Two humans who are barely in college, and that's your big help, but you can't hold me back forever. The girl was right; I am a part of you, as much as I hate to admit having anything to do with a wimp like you.'_

"Well, here are the results of the test," said Peter, as he broke Banner out of his thoughts with his greener half. Peter handed the paper to Bruce, gingerly, and carefully. "Just see what you can make of any of this, but that's really the best we can do."

Banner studied every single line on the paper. He noticed the DNA sequences, but they all seemed to lead him to the same horrific and depressing solution. Everything he saw lead to an absolute dead end.

"Nothing," said Banner as he turned to look out the window. "This trip was a waste, another dead end."

"Well for what it's worth, I'm sorry," said Peter. "But perhaps you should look at the silver lining in this situation."

"What's that?" snapped Banner, as he looked at Peter. Peter backed off, choosing his next words carefully.

"Well, the Hulk does put the scare into people, but that includes the bad guys too right?" asked Peter and Banner nodded. "Well perhaps the Hulk could be used as a force for good."

Banner just looked at him long and hard.

"You seem smarter than that, Peter," said Banner after a thought. "It's not safe for me to be here. Thanks for all of your help."

"Yeah, we tried the best we could you know," said Gwen, frustrated, as she moved to destroy the blood sample.

"Yeah, and thanks for that," said Banner as prepared to leave.

"I'll make sure to get you safely to the subway station," said Peter, as he held the door open for Banner, and he walked out next to him. His bag containing his Spider-Man costume was slumped over his shoulder. Peter closed the door behind him.

Gwen cleared up a little bit, as she heard something on the radio that caught her attention. "The latest report indicated that Cain Marko, better known as the Juggernaut has been making his way across the nation. He has cleared several riot squad patrols, and smashed through police barricades. He appears to be after something, or someone. Everyone who has witnessed his path of destruction is asking themselves the same question. What can stop the Juggernaut? We'll have more late breaking news, but right now we return you to the greatest rock hits of the 1980s."

That news did not improve Gwen's mood. The X-Men were currently in another country, which meant the most likely target for the Juggernaut's aggression was Peter.

' _And here I thought today would be peaceful,"_ thought Gwen with a frown as she moved to the basement, to work on her little project, the one to help Peter.

* * *

Peter Parker and Bruce Banner casually blended into the crowd, walking to the subway station. At that moment, Peter's spider sense began to tingle.

"What's the problem?" asked Banner, as he caught sight of Peter's tension.

"Just thought I heard something, but nothing, likely nothing," said Peter, in a calm voice, as he looked over his shoulder.

A loud crash echoed, and the screams of a panicked populace pierced the ears of Peter Parker. The eighteen year old science prodigy managed to look around the corner, to see the police mobilize. He saw a very familiar figure, but then his cell phone rang. Peter answered it.

"Pete, just a head's up, the Juggernaut's been spotted in the city," said Gwen in a shaky voice.

"Yeah, I'm spotting him right now, he's going after the police," said Peter, nervously, as he saw the imposing force tear his way through the city. Banner stood behind him, looking over his shoulder.

"Who is that?" asked Banner, as he looked up to see Peter nervously watch.

"Nothing, really, nothing the police can't handle," said Peter as his voice shook and his hands shook. "Just catch your train, get out of here, everything will be fine. I'll see if I can get any help."

Banner looked at the younger man, but nodded, as Peter slipped off into the crowd.

' _Got to find some place to change,'_ thought Peter, as he slipped into a bathroom. _'Not the most sanitary place in the world, a public restroom, but it's going to have to do. Time to become…really what do people do in here?_ '

Peter's nose scrunched up, as he just threw all caution to the wind, and began to change from an eighteen year old college student, into the amazingly spectacular web slinging hero known as Spider-Man.

* * *

"Everyone get back, and fire!" yelled Captain DeWolff as she pointed at the Juggernaut, but the stun grenades bounced off of his thick body. He just laughed at their efforts.

"Ah, I've had girlfriends who hit harder than that," taunted the Juggernaut as he continued his trek forward. He began to smash his way through the police cars, as stun guns stuck him in the ribs. "Hey, don't taze me bro."

Juggernaut ripped the weapons from their hands, and several cops went flying through the air. "Because it doesn't do a damn thing to me anyway, because you know who I am? I'm the Juggernaut b…"

Two feet swung in and kicked the Juggernaut in the face, to stagger him back. The unstoppable monster staggered a few inches to the side, as he went to face his enemy.

"I was wondering when I'd run into you," said the Juggernaut, as he lifted his arms, and tried to smash down onto Spider-Man.

The web slinger ducked and rolled. The Juggernaut bounced his arms off the ground, causing the tremors to erupt across the street.

"Come on, if you're so unstoppable, try and stop me!" yelled Spider-Man, but his voice did not have the normal conviction in it. The Juggernaut lumbered forward, and swung, but Spider-Man avoided his assaults.

"Where are your friends, the X-Babies?" taunted Juggernaut.

"Do I look like their secretary?" responded Spider-Man, as he webbed onto some large bricks, before he pelted them straight at his adversary. The bricks began to bounce off of him, but the Juggernaut refused to slow down. He continued to move forward, and Spider-Man watched as the Juggernaut lumbered forward to continue the attack.

Spider-Man jumped over him, and Juggernaut dented the side of a parked armored van. The web slinger shot several lines of webbing. The unstoppable Juggernaut was momentarily slowed, and this allowed Spider-Man to get a few free shots in on him in an attempt to slow him down.

He winced, as his sore knuckles were proof of the absolute folly of that idea. The Juggernaut ripped through the webbing, and stomped the ground. Another stomp and everyone screamed, as debris flew.

' _Got to get him away from civilization,'_ thought Spider-Man in a frantic voice, as he swung away.

"I bet you can't catch me!" taunted Spider-Man, but the Juggernaut responded by smashing his way through several parked cars. He continued his forward movements, as Spider-Man swung away from him. The Juggernaut continued to follow, but he picked up a car and hurled it at Spider-Man.

The car flew through the air, and Spider-Man had to drop down. The sound of a car alarm going off echoed throughout the city. Spider-Man swung away, but Juggernaut caught him. Then he hurled Spider-Man down.

Juggernaut grabbed Spider-Man by the throat, and hurled him off to the side once again. Webbing latched around a car bumper, and swung to smash into the Juggernaut.

"Is that the best you can do?" asked Juggernaut, as Spider-Man slid underneath a car to put some distance between him and the Juggernaut.

A large ball of webbing pelted the Juggernaut directly in the face. The webbing stuck to his helmet, and this stalled the Juggernaut. Spider-Man took advantage of the time he had been bought. The unstoppable force began to yank and pull.

Spider-Man scaled the building, and dropped to one knee, as his heart beat against his chest. His breath continued to grow tired and ragged.

' _Okay, just got to…yeah this wasn't my best idea,"_ managed Spider-Man as he slid himself into position, as he heard the grumbling of the Juggernaut.

The Juggernaut was gassed by the police force, but he continued to move forward. Even knockout gas could not stop the Juggernaut, and Spider-Man swung down.

' _That's it, follow me, follow me,'_ thought Spider-Man as he waved the Juggernaut over towards the subway. He could see it was cleared out, which meant it was the perfect arena to hopefully slow down or even stop his unstoppable opponent.

The Juggernaut swallowed the bait, as Spider-Man webbed the steps all the way down. He took this downtime as an opportunity to reload his web shooters. Then the web head braced himself for the storm that was to come next.

A loud growl echoed, as the Juggernaut's feet stuck through the webbing that he left on the steps. Several web balls pelted, but the Juggernaut ripped the steps apart. He flung the large pieces of debris at Spider-Man. He somersaulted over the steps, before the webbing latched onto a large board. Spider-Man swung the board and broke it over the Juggernaut.

"Was that supposed to hurt?" asked Juggernaut, as Spider-Man was flung into a train. "Looks like you're going to have to catch a train, web slinger."

Spider-Man found himself being beaten down, and he tried to fight the Juggernaut, but his punches had little to no effect in putting down the unstoppable.

His breath was running ragged, as he continued to pelt anything at the Juggernaut, from rocks, to cinderblocks, to trash cans, but the Juggernaut continued to press forward, and threw Spider-Man into a large brick wall. Juggernaut moved forward, but then he bumped into Bruce Banner.

"Get out of my way, nerd," growled Juggernaut, as he pulled up Banner, and tossed him to the side like a piece of paper.

"I wouldn't make me angry if I were you," said Banner, as the stress of the day was starting to get to him. Like the stereotypical bully, the Juggernaut kicked dirt in his face.

"Ah, what are you going to do, hit me with your protractor?" asked the Juggernaut, as he picked up the squirming Bruce Banner, and once again threw him across the subway. Banner went flying, and landed hard on the pavement.

"No, you wouldn't like me, when I'm angry," said Banner, as his pupils contracted, and his shirt ripped, as his skin turned green.

Spider-Man moved out, but he seemed beyond words, as he saw the green monster standing there.

The Hulk stood and stared down the Juggernaut, with Spider-Man trapped in the middle.

' _Well this day just got worse,'_ thought Spider-Man, as he braced himself to deal with this situation. The loud roar of the Hulk echoed in his ears.

**To Be Continued in the Revenge of the Juggernaut Part Two.**


	105. Revenge Part Two

**Chapter 105: The Revenge of the Juggernaut Part Two:**

The Hulk raised his arms, and roared with great fury. The Juggernaut stood before the Hulk. Spider-Man stood off to the side, eyes widened, mouth a gap. The only small mercy was that there were no innocent bystanders that had been caught in the crossfire.

At least at the moment, as the Hulk moved forward and locked up with the Juggernaut. The Juggernaut remained immobile, with his knees bent as he pushed back.

"Yeah, Spider-Man had to send the Jolly Green Giant after me," taunted the Juggernaut, as he punched the Hulk in the ribs. The Hulk remained immobile, as both forces moved each other, neither of them giving any quarter. "You can't stop me!"

"Want to make a bet?" growled the Hulk, as he pushed his enemy back. The Juggernaut exerted more force. The unstoppable force met the other unstoppable force. Both continued to jockey for position, but Hulk smashed through. "Hulk strongest there is!"

With a mighty bellow, the Hulk charged his adversary. The Juggernaut found himself flying into the side of the train. He was down, but not out. The Hulk jumped up, and everyone above could feel the seismic vibrations from his feet smashing down.

Spider-Man latched a bit of webbing around the Hulk's arm to prevent from moving.

"Hey whoa, just settle down, okay, Hulk?" asked Spider-Man, almost pleading with the creature. "You don't want to cause a scene; really you don't because it would hurt people!"

"Yeah, like you?" grunted the Hulk, as he grabbed the line of webbing, and snapped it back. Spider-Man went flying head over heels and landed face first on the ground. The Juggernaut returned, and Spider-Man dodged his guard.

' _Since when did I become the monkey in the middle?"_ thought Spider-Man as he found himself compelled just to sit back and watch these two go at it, but remembered that he had the best chance of stopping this little battle before someone got hurt.

Of course, for some reason it did strike him the best chance was no chance in hell. Spider-Man threw all caution to the wind, and swung into the battle. Both the Juggernaut and Hulk smacked him back. The web slinger landed on the ground with a huge crash, and rolled over, dazed and confused.

"Okay, let's try that one more time," said Spider-Man, as he went to the well one more time.

And again, that just resulted him getting knocked out by one or both the Juggernaut and the Hulk. Spider-Man shook his head, and tried to shake the cobwebs off.

Once again, Spider-Man tried a different tactic, as Hulk and the Juggernaut smashed their way through the wall. He used his webbing to catch the debris, and slid underneath to fight them.

' _Can't let them get into the city,'_ thought Spider-Man as he slid underneath the attacks of the Juggernaut and the Hulk. Then he tried to barricade them in, unloading two complete sets of web cartridges in the process.

"You think that's going to stop me," said the Juggernaut, as he forced the Hulk down onto the steps. The Hulk slid down, but Spider-Man wrapped around the feet of the Juggernaut in a cocoon of webbing.

"I was hoping it would, but something tells me I wouldn't be that lucky," said Spider-Man, but the Juggernaut grabbed Spider-Man and tried to take him down, ripping through the webbing like it was tissue paper.

Hulk smashed the Juggernaut through the side of the wall. The wall crumbled. Light flooded, indicating that both were getting rather close to the city. The Hulk and the Juggernaut fought up, with Spider-Man limping all the way up, pushing his way through the debris.

"Not good," commented Spider-Man as a loud crash and a car alarm going off indicated the battle was about ready to get far more intense. The Juggernaut stood over the Hulk, but the Hulk kipped up to his feet and swung a huge fist at his opponent's face.

The fist impacted the Juggernaut, but the unstoppable force pushed the Hulk back.

"Do you know who I am?" asked the Juggernaut, as he grabbed the Hulk and pushed him back. Juggernaut rushed the Hulk, and threw him down onto the ground. "I'm the Juggernaut, bitch!"

"Hulk not a bitch!" growled the monster, as Hulk hoisted up a large section of the pavement and flung at the Juggernaut. The Juggernaut smashed his way through the pavement and continued his stampede towards his enemy.

"Oh yeah, well you sure look like one," taunted Juggernaut, as he hoisted up a manhole cover, but the Hulk jumped up.

A huge tremor rocked all of the streets, which had mostly been evacuated. The Hulk sent the Juggernaut flying through the window, and both brawled through a department store. They exchanged punches as they flew backwards.

Juggernaut smashed a department store mannequin into the Hulk's body. The green monster staggered, and the Juggernaut swung punch after punch to rattle the Hulk.

The brawl continued throughout the streets of New York, with neither side backing down. The struggle continued, Hulk pushed through and fought the Juggernaut. The Juggernaut continued to refuse to back down.

"I'll rip your head off, and that goofy helmet with it!" growled the Hulk, as he picked up a lamp post and swung it like a baseball bat, to knock the Juggernaut back. The Juggernaut flew backwards, but landed on his feet. He recovered quickly. Two cars were picked up.

The Juggernaut held the two cars over his head, and bashed them together. The Hulk was sandwiched in the middle. The green monster landed on the ground, dazed and confused. The Juggernaut held two twisted paperweights in his hand, leaking gas. He smashed them down onto Hulk, but at that moment, Spider-Man jumped into the fray once more.

"You just don't take a hint, do you bug?" asked the Juggernaut, as he swung his huge fist, but Spider-Man ducked it. Spider-Man tried to smash his elbows into the ribs of the Juggernaut, but the man shrugged him off.

Spider-Man slid backwards from the assault, and dodged another punch.

"Yeah, I've been never good at taking hints for when to stay down," gasped Spider-Man, as he webbed the eye holes from the mask, and tried to lure the Juggernaut away from the city. "Yeah Marko, you might be unstoppable, but I beat you once and I can beat you again!"

"We'll see about that, wimp!" bellowed the Juggernaut, as they moved outside of the city limits.

' _I just hope this works,"_ thought Spider-Man as he shot some webbing at Juggernaut, in an attempt to entice him. _'And I hope the Hulk's going to stay down for the count, because this is a lot easier to do without him hovering around. Coming up with a plan is giving me trouble, but I've got to do something. Talk about being in the pressure cooker.'_

The Juggernaut ripped the webbing off from around his eyes, as they had made their way away from the main city towards a street of condemned buildings. Spider-Man swung off the rooftops. He tried to push the Juggernaut back, but the force was reversed. Spider-Man landed on his feet, and the Juggernaut charged him.

Spider-Man jumped, and the Juggernaut smashed through the boarded up entrance for one of the buildings. With careful ease, Spider-Man repelled the wooden planks at him, but the Juggernaut smashed through them with his large fists.

Again, Spider-Man caused Juggernaut to stampede towards him, and this time, a termite infested floor spelled the doom for the Juggernaut. The floor collapsed, and the Juggernaut landed through it to the basement below.

Spider-Man swung down, as he looked from side to side for the Juggernaut. It was not long before he found him. The Juggernaut smashed his way through the crates below, and Spider-Man landed on the ground.

' _I guess nothing can stop the Juggernaut,'_ thought Spider-Man, but he heard the growl of the Hulk. _'Oh boy, this little situation just went from bad to worse. And Hulk's going to smash an already shaky foundation!'_

As if on cue, the Hulk smashed through the floor. Dust and debris flew everywhere, as Spider-Man was flung to the side by the Juggernaut. Hulk smashed Juggernaut through the wall, and there appeared to be a tunnel underneath the house.

Where it led to, Spider-Man had no idea. Yet, he continued to follow them, in his misguided hope that he would find something. He coughed, and choked on the dust flying all throughout the air, as the battle continued.

It seemed like this was one situation where Spider-Man was in way over his head.

' _I wonder who released the Juggernaut,'_ thought Spider-Man. _'Whoever did that, they have a lot of explaining to do.'_

The battle continued to rage on, and Spider-Man tried to formulate a plan, even if it seemed like he was going around in circles.

* * *

In the basement, Gwen sat watching the television. The scenes of the battle between the Juggernaut and the Hulk could be seen. Then, the fact Spider-Man was involved. Everyone was encouraged to stay locked inside their homes where it was safe.

Gwen knew about the Juggernaut and his weakness to mental attacks. That weakness was a bit of a problem, as the two people who could very easily shut him down were currently out of the country. Then there was the Hulk, who about as subtle as a raging tornado and twice as dangerous. The two combined, and Gwen could just hardly begin to consider the possibilities.

Of course, Peter would hold his own. Gwen looked at the iron suit in the basement that she had studied intently over the past few weeks. All of the features were something she committed to memory, and she was certain that she could operate it.

' _There's a time for thinking,'_ thought Gwen. _'And there's a time for action. Peter needs help, he's doing the best he can, but he can't stand up to the Juggernaut alone. And with the Hulk out there, and the innocent people in the crossfire…yeah there's no choice. I have to do it.'_

Gwen looked at the Iron Spider armor, and stepped towards it. She closed her eyes; this was either going to be brilliant or the stupidest mistake in her life.

Of course, she was going to take the plunge.

* * *

The Hulk and the Juggernaut continued to rumble beneath the city streets. Neither would give up, and Spider-Man moved around. The Hulk pushed the Juggernaut back into the tunnels. Both continued to pound on each other.

"Why won't you go down?" asked Juggernaut, as he grunted, but the Hulk smashed his hands across the chest of his opponent.

"Just don't want to lose to a wimp like you," taunted the Hulk, as the Juggernaut saw red. This allowed Spider-Man to roll in, and start kicking the Juggernaut's knees out from underneath him. The Hulk stampeded forward, and jumped up. A huge punch nailed the Juggernaut in the face, but he bounced back from the attack rather easily.

The Juggernaut growled, but the Hulk blocked his attack, but got knocked down. Spider-Man jumped up, and began to fire his webbing at the Juggernaut. The Juggernaut's legs and arms were tied, as the Hulk threw the Juggernaut off to the side, where they were in an area of catacombs.

"Um, Hulk?" asked Spider-Man, an idea coming to him at the moment. The Hulk turned to face Spider-Man and nodded. "Smash."

The Hulk gave a loud roar, as he smashed the pillars with his large fists. The ceiling above began to collapse on the Juggernaut, as Spider-Man was hoisted up. The Hulk leaped up, as the Juggernaut cursed.

The entire tunnel collapsed on the Juggernaut, but the Hulk and Spider-Man made their way back out into the light.

"You're getting kind of sloppy in there, web slinger, the times I had to bail you out," said the Hulk, to break the silence.

"Yeah, I guess, thanks," said Spider-Man, as he looked at the Hulk, confused and shocked.

"Is something wrong?" asked the Hulk, as his breath was in Spider-Man's face.

Spider-Man backed off, and gagged, "You mean besides your breath? No…it's just that, I'm surprised to be hearing you talk in full coherent sentences. It's like you're a brand new Hulk or something."

The Hulk just took another step forward. Spider-Man amended quickly, "Which is a good thing, expanding your vocabulary and all that, good job, really good job."

"I bet you thought I was nothing but a big dumb ugly monster," said the Hulk, as he backed down.

"Hey, I never called you ugly, at least not to the best of my knowledge," said Spider-Man as he took a deep breath. "Please don't smash me, I'm too young and good looking to get smashed."

"That can be debated," grunted the Hulk after a moment of thought, and Spider-Man looked confused. "The good looking part that is, because if you're good looking you wouldn't be wearing a mask."

"Hey, no need to get personal," said Spider-Man, but the Hulk just turned around. "So, I guess when you calm down it will be…"

"I'm never turning back to Banner, he tried to keep me locked away!" bellowed the Hulk, as he caused the Spider-Man to back off, hands raised in the air.

' _Yeah, I think telling this guy he technically is Banner would get me smashed,'_ thought Spider-Man as he tried to figure out a way to appease the green monster.

The Hulk took a calm breath. "If it wasn't for Ross and his Hulk Busters, I wouldn't even be here. And I bet he sent that Juggernaut after me."

"So this General Ross, you think he was behind Marko?" asked Spider-Man, and the Hulk just gave a stiff nod. "Oh boy, he must be obsessed with bringing you down."

"Yeah, you're Captain Obvious, aren't you?" asked the Hulk, but then a rumbling was heard from beneath him. "No one could have survived that."

"Well we're not dealing with anyone, we're dealing with the Juggernaut," said Spider-Man, as he took a deep breath. "And boy is he angry."

The Juggernaut pulled himself back up, covered in dust and debris. He stormed forward. Spider-Man and the Hulk stood on an elevated ramp at this point, right above a busy set of city traffic.

"You've made a big mistake, pal!" growled the Juggernaut, as he charged the Hulk. The Hulk caught him, as both struggled for position.

Spider-Man watched as both the Hulk and the Juggernaut lost their balance, and fell over the ramp onto the highway below. He winced, as he saw them hit bottom, and the vibrations from the impact could be felt. The web slinger swung down to see the fate of the two men.

Several passengers ran for cover, but thankfully by a miracle no one was killed. The brawl continued. The Juggernaut was smashed down onto the pavement, but the next attack from the Hulk was blocked. Both continued their battle, and circled each other. Neither wanted to back down, as Spider-Man edged closer. A loud crash of broken glass caused Spider-Man to wince.

' _Okay time to break this one up before it gets too nasty,'_ thought the web slinger, as he webbed onto a car bumper, and flung it at the Juggernaut's back. It bounced off, and it got the Juggernaut's attention. The Juggernaut stomped forward, to stalk his target. Webbing on the ground held him into place, which allowed the Hulk to jump off and knock him down.

"We got to get the helmet off!" yelled Spider-Man. "We might have a chance, a small one!"

The Hulk tried to do so, but the Juggernaut was able to block his attempt. The monster's hands were too big to get a careful grasp around the helmet. The Juggernaut continued to push off, and batter the Hulk. Several high impact elbows drilled into his ribs, and even the Hulk was staggered, as the Juggernaut smashed him into an overturned truck.

"Just stay down!" yelled the Juggernaut, but the Hulk grabbed his feet, and hurled him up into the air! The Juggernaut returned to the ground, and Spider-Man slid underneath him, and webbed him around the ankles. Spider-Man tried to hold onto him to use the momentum to stagger the Juggernaut. The Juggernaut managed to break the webbing. Spider-Man rolled to his feet. "You can't take a hint either! You still can't take a hint, you little c…"

A burst of electrified webbing caught the Juggernaut in the back, and staggered him. Spider-Man looked up, his mouth a gap, as a figure moved over on extened spider legs, before she picked up Spider-Man and flew him out of harm's way.

"Gwen?" breathed Spider-Man in absolute astonishment. "You…suit…how?"

"Nice to see you too, Pete," said Gwen in amusement, even if her words were modulated to hide her true voice. The Juggernaut stampeded forward, and prepared to return on the attack.

"Two spiders to squash then!" bellowed the Juggernaut, as he looked up.

"We can talk about this later, right now we've still got to deal with the Juggernaut," said Spider-Man, and Gwen nodded, suited up in the Iron Spider armor, prepared for battle. She closed her eyes, and directed the webbing.

"Not too bad once you get the hang of it," said Gwen, as the Juggernaut tried rush for her again. "It runs smoothly, and did not propel me through any walls."

"Just wait, we'll see how smoothly it runs when I rip it apart!" roared the Juggernaut, as he rushed forward. Gwen held her hand, and an electrified net of webbing wrapped around him. He tore out. Then, he walked into a series of high impact blasts. "Still tickles."

"Let's see what this button does," said Gwen, as she blasted Juggernaut with a high intensity plasma blast. The Juggernaut staggered back, but immediately, the Hulk stampeded into the picture. A leaping punch rocked the Juggernaut. Spider-Man rolled onto the ground, and webbing the Juggernaut's feet in place.

Then he started to kick at the back of the Juggernaut's leg, but the Juggernaut swatted, and hoisted up a car.

"Scatter!" yelled Spider-Man, as Gwen flew up, Spider-Man swung over, and the Hulk rolled on the ground. The car smashed into bits, and Spider-Man webbed the Juggernaut's arms to a second car. He tried to throw the car, but the momentum sent him flying with the car. The villain crashed to the ground with a grimace.

"So, do you have a plan?" asked the Hulk.

"Yeah, rip his helmet off, and then we'll work from there," said Gwen. "I think I have something that might scramble his brains just a little bit in this suit."

"You think?" asked Spider-Man, but he had no time to argue, as the Juggernaut rushed forward. He rolled underneath the outstretched arms. A series of web balls pelted the Juggernaut in the back. The Juggernaut ripped the webbing from his back, and spun around.

Hulk smashed a huge piece of pavement. Water burst up from pipes underneath the street.

"There's power lines around here, we got to stop him before he reaches them!" yelled Spider-Man, but he got an idea. "Hulk, how's your throwing arm?"

Hulk got the message, as he picked up Spider-Man. Spider-Man curled up in a ball, and Hulk lobbed Spider-Man at the Juggernaut. Spider-Man armed his web shooters, and pulled onto one of the latches of the helmet. While Juggernaut was distracted, Spider-Man dodged around, and removed the second latch. The third latch came off, and Spider-Man yanked the helmet off of his head.

"You know, I liked you better with the helmet on," said Spider-Man, but Juggernaut swatted at him. Hulk rushed at him, and knocked Juggernaut back.

"Okay, here goes nothing," said Gwen, as she armed her wrist blaster. A high intensity beam struck the Juggernaut between the eyes. He staggered, with a splitting headache, and the Hulk knocked him out with a huge punch.

"Who's the bitch now?" taunted Hulk, as he stood on the downed Juggernaut like he was standing on a curb.

"Since when did the Hulk talk in complete sentences," whispered Gwen.

"Just go with it Gwen, nod and smile," said Spider-Man, as he steadied himself. "You did great Gwen, I couldn't have defeated the Juggernaut without you…or the Hulk I suppose too."

Underneath her armor's helmet, Gwen smiled. The Hulk turned and walked off, but the whirling of helicopters indicated the approach of someone.

Thunderbolt Ross walked out, flanked by his men, and two large Hulkbuster robots. The three heroes stood, with the Juggernaut down on the ground. Anticipation filled the air, as Ross had his men held their guns armed. The Hulk just growled, as if daring Ross to take his best shot.

"I'm giving you two one chance to stand down, and back away," said Ross as he looked at the two spiders. "Don't make me ask you again."

"Yeah well I've never been good at doing what people like you say," said Spider-Man. "The Hulk took down the Juggernaut, and he proved himself. He might look like a monster on the outside, but on the inside, there is a hero."

Ross just snorted at how naïve this kid was.

"He's a menace, Spider-Man. And by vouching for him, you're guilty by association."

"Yeah, well how did the Juggernaut even get to New York?" challenged Gwen, as she held her arms up. "The last everyone heard, he was locked up tight, in a secure cell. He was monitored by the government. It's almost like someone let him out."

"That someone was Ross!" growled the Hulk, as he pushed both Spider-Man and Gwen to the side. "I'll just show you how much of a monster I am now!"

"Easy, Hulk," said Spider-Man, but his words fell on a deaf ears.

"Just take one more step, and we'll have you down on the ground," said Ross, but the Hulk just laughed.

"You don't get it, I went toe to toe with the Unstoppable Juggernaut," said the Hulk, but several laser blasters found their way armed on the Hulk. He stood there, arms folded.

"Just come along quietly, and no more innocents get hurt," said Ross. "I know you might not care, but these other two insects might have something to say about that."

The Hulk took a step forward, but the arrival of S.H.I.E.L.D. distracted everyone. The large green force of nature prepared him, as Nick Fury stepped forward. Several armed agents followed him.

"We can handle it Fury, you couldn't even take down some businessman in a Halloween costume," said Ross, but Fury held a blaster on Ross. "I'll have you thrown out of your position if you pull that trigger."

"There are only two groups who could get the security credentials to release the Juggernaut," said Fury. "The one you lead, or S.H.I.E.L.D. Did you really even use one brain cell to think of the potential consequences?"

"Collateral damage Fury," said Ross, as he looked at the Director of S.H.I.E.L.D. "You would have pulled the same thing, if you had no choice."

"If I had no choice, perhaps," said Fury. "But you didn't even think of any other choices. You just released the god damn Juggernaut, and expected him to do your bidding. And many got injured today. I don't know if there are any causalities, but you will burn for them."

"Just let us take the Hulk, and we'll be out of your hair," said Ross, but Fury stood there for a minute.

The S.H.I.E.L.D. agents moved closer. Their weapons were pointed at the Hulkbuster unit.

"The Hulk is the responsibility of S.H.I.E.L.D.," responded Fury after a moment. He stare downed Ross. "Either you stand down, or we'll make you stand down."

Tense silence filled. Ross and Fury stared each other down. Neither man was willing to back down. Hulk, Gwen, and Spider-Man stood in between, waiting for the other shoe to drop. The Hulk cracked his knuckles, to prepare. Ross spat on the ground as he stared down Fury with distaste

"Fall back," grunted Ross, as he waved his men off. He walked up to Nick Fury, and looked him in his eye. "Fury, just remember, if this beast does any damage it will be on your head."

"Yeah, well the Juggernaut situation was on yours Ross, so I wonder who is going to burn faster," said Fury gruffly, as he held his hand on his weapon. The two men stared each other down, and Ross turned, not taking his eye completely off of Fury until he made his way down. Fury turned to his men, barking an order. "Don't just stand there, make sure the Juggernaut is wrapped up. We don't want him going on another rampage."

S.H.I.E.L.D. walked over. They secured the Juggernaut, who was still dazed and rattled from his ordeal. Yet, they all had full security on. This was one situation where they would not be taking any risks. Fury turned to face the group, first he started with the Hulk.

"I'm not coming with you either Fury, so stand back before I rip out your other eye," said Hulk, but Fury turned his laser blaster on the Hulk.

"Okay, can someone please just calm down before any more people get hurt?" asked Spider-Man. "Look Hulk, where are you going to go?"

"Wherever I want," said Hulk, as he refused to take an eye off of Fury. "He's just going to try and lock me in some cage, just like Ross did."

"For your information, I was going to offer you a job," said Fury in a gruff voice. "S.H.I.E.L.D. needs capable heroes. The threats are becoming more dangerous each and every week. We can no longer stand alone. A team is being put together, and there will always be room. That goes for all you two as well, with a little training you could become something more than solo heroes."

Both spiders had no idea what to say. Gwen just opened her mouth, "I actually just put on this suit to help…"

"I realize what you did, but you've proven yourself more and more, so I feel it's only fair to make the same offer," said Fury. "Granted, you handled yourself, but the Juggernaut took his eye off the ball. I doubt he'll make that same mistake again. Or any other criminals, as a fancy suit of armor only will get you so far. Or spider powers, or strength, even if you are the strongest there is."

All three nodded, as they got what Fury said.

"I'll come, but this better not be a trick," said Hulk as he took a step forward.

"Just think about it you two," said Fury, as he looked at him. "But do remember who sent you that equipment that you seem to be using these days."

' _Yeah I should have figured he'd want something,'_ thought Spider-Man, as he looked at Fury, and just nodded stiffly.

Hulk walked off with S.H.I.E.L.D. as the Juggernaut was put back into a containment unit. His eyes flickered open as his arms were strapped.

"Just wait, I'll get out of here, you can't hold me forever!" yelled the Juggernaut, as he tried to break free, but an electrical pulse numbed his mind. Then the gas settled in, to put him out.

"So, um what do I call you?" asked Spider-Man. "Your super hero codename thing."

"We'll cross that bridge later," said Gwen, as she turned around to face her boyfriend, before she winced at what she said. "As long as I don't get thrown off of it."

"Yeah, we better not bring up bridges for a while, just too many bad memories," said Spider-Man, as he placed his arm around her. "Mind if I ask you just one question?"

"I bet you wanted to ask what I was thinking," said Gwen, as she sighed at his nod. "I was thinking that when the Green Goblin captured me, I was a liability. I nearly got you killed. When I saw the Iron Spider suit, it gave me a chance to be on more equal footing with you. Granted, it's not perfect. Fury's right, I got lucky out there."

"Well sometimes luck has everything to do with victory," said Spider-Man, as he recalled some of his toughest battles. "Of course a little bit of skill, and a lot of determination doesn't hurt either."

"You're right," said Gwen, as the front of the helmet slid off. "But now…I guess I got bitten by the bug as much as you did, about the hero thing. I might not have great power, but I just feel a responsibility to protect people just as much as you did."

"Well I guess we can live with that," said Spider-Man, as they returned home. "I really am glad I have someone that I can trust like you watching my back. And Fury's offer…I don't know about it. I've never been much of a team player. Always last to be picked when we did sports in gym class."

"Yeah, but that's different, it does seem like another lifetime ago," said Gwen, as she pulled his mask up when they were indoors. "We worked rather well together."

"We do make a great team," said Peter. "We're partners, so perhaps we should take it to the next logical step. If you get the training…you'd be great, better than me even."

"I wouldn't go that far, no one can be you," said Gwen, as she leaned forward. As the sun went down outside, their lips met in a tender kiss. Gwen pulled off, as they walked off to enjoy the night together.

**Coming Up Next, The Scarlet Witch and Quicksilver discover Magneto has come out of hiding, and prepare to have a chat with their father. Spider-Man is caught in the situation. Spider-Man is also up to his head in another problem, as he, Captain America, and Hawkeye are on a mission to deal with the ancient terrorist group known as HYDRA, one of the greatest threats to world peace that exists, and their latest plot for world domination. Yet who is truly pulling the strings this time? Fine out in "Reunion", Arc 54 of 60 of the Spider-Man Chronicles.**


	106. Reunion

**Chapter 106: Reunion.**

On an island off of the shores of New York City, a group of armored soldiers arrived. The soldiers were dressed in green. On the sleeve, a patch with a yellow snake with many heads was on it. They wore helmets. The group took several steps forward, as they entered the complex. All of the soldiers, among the hundreds, even into thousands all wore the same uniform. They all turned around, and looked up.

From a set of stairs, a grizzled old man walked down to face them. He was dressed in a similar uniform as his soldiers. The old man was bald, with a monocle, and he had a red glove on his hand. He stepped down, and faced them. His hand was across his chest, and he gave them a salute. Everyone dropped to their knees, and looked up at their leader.

"Hail HYDRA."

"Hail HYDRA!" chanted the men and women below, as they looked at the symbol above on a banner. It resembled the same multi headed yellow snake that was on the patch of their uniforms.

"At ease," said the old man, as he addressed his soldiers. "I, Baron Wolfgang von Strucker, stand before you as your undisputed ruler of HYDRA. We are mere moments away from becoming undisputed masters of the world. During World War II, Captain America, along with Nick Fury and his Howling Commandos crippled us. Yet we rebuilt, and we are the formidable force we had been before the war once again!"

There were cheers, and loud yells of "Heil HYDRA!" Strucker walked over to a crate that had been delivered. He pried it open, and all of the soldiers spotted a silver orb inside.

"What is it Baron Strucker?"

He remained silent for a few seconds, before he broke it.

"The keys to complete control of the world," said Strucker, as an ear to ear grin appeared on his face. "Prepare men and women. We will strike, with the orbs planted at secret locations around the world, as per the instructions of our benefactor."

HYDRA cheered, as they all stood before their leader. The ancient terrorist group stood, soon the world would be theirs, and rewritten in their own image. The image of HYDRA, once one head had been cut off, two more would grow, and their dominance would be everlasting.

* * *

Spider-Man's ears perked up. With Gwen training with her new armor, he decided to go on a patrol around the city. He swung across the city. So far there was nothing but some petty thieves, a car jacking, and a bank robbery, just run of the mill super hero stuff. Nothing really caught his attention straight away, so he wondered if it was worth even throwing on the webs.

Lowered voices, and an explosion by a chemical plant caught Spider-Man's attention. He turned around, to search for the disturbance. The web slinger jumped down, and looked in the window. His eyes widened, as he saw a very familiar group moving around. They moved chemicals, and talked in hushed tones.

Immediately, Spider-Man recognized the symbol on their uniforms. It was something that anyone who followed the adventures of Captain America knew all too well.

' _HYDRA?'_ asked Spider-Man. _'No way, they're still around…they checked out years ago…but they're back? Or have they been just hiding? Well there's only one way to find out.'_

Spider-Man crawled inside the window, and dropped down. He snuck around in the shadows, and listened intently.

"We must get these chemicals, so HYDRA can rise again."

"Yeah, I thought uniforms with multi headed snakes went out after the second World War," said Spider-Man, as HYDRA looked up, to face the source of the disturbance.

"What are you supposed to be?" asked a member of HYDRA, completely baffled at this hero.

"A bit too early for Halloween isn't it?" asked a second HYDRA member.

"Were you goons in a cave since the war?" asked Spider-Man, as he rushed in, web shooters at the ready. The goons began to fire at him, but Spider-Man avoided the attacks. He shot lines of webbing, and yanked the weapons out of their hands. "I'm your friendly neighborhood, amazing, spectacular….Spider-Man!"

Spider-Man shot several web strikes at them. Clumps of webbing caused the weapons of HYDRA to drop down, and Spider-Man fought them off, despite their being a never ending stream of goons.

"Liquidate him, HYDRA will not be made a fool out of by the likes of him!" said one of the members of HYDRA. Spider-Man rolled underneath the attack, and began to attack them again, as the weapons got bigger, and more violent. The attacks got more desperate.

Spider-Man avoided the HYDRA soldiers, and yanked their weapons, but they all closed in. In a closed combat situation, they appeared to be rather talented. Spider-Man was bounced around, by HYDRA. The web slinger continued to fight, and struggle out from underneath. He would have to fight them all, one at a time.

The battle seemed rather hopeless.

A familiar red, white, and blue shield flew in the air, at the soldiers. Three HYDRA goons had been clonked in the forehead. Captain America jumped down, and began to engage them with a series of high impact strikes. Several HYDRA goons had been dropped, before the terrorist group was able to figure out who was attacking them.

"No, Captain America, retreat!" yelled a voice, as they ran away, but an arrow shot at the ground. An explosion echoed, and sent the goons staggering back. Captain America and Spider-Man fought side by side, engaging them in battle.

"Leaving so soon, gentleman?" asked Hawkeye as he aimed another arrow. Another shot immobilized them, and HYDRA appeared to be faltering now the odds that were a bit more even. "So soon, and just when things were starting to get a bit interesting."

The archer aimed a rapid fire shot of arrows. Hawkeye pressed a button, and caused the goons to be shocked. The HYDRA agents dropped to the ground. Captain America rushed in, and nailed them in the face with his shield. Spider-Man jumped up, and took them down with his webbing.

The remaining HYDRA agents exited out the back door, but a web line wrapped around of the goon's ankles. The rest made their way out, to the exit choppers.

"We got one, and he's awake," said Spider-Man, as the HYDRA goon reached for a gun. Captain America kicked it out of the way, and Hawkeye aimed an arrow, at his head.

"Okay, I'd suggest speaking, or my finger might slip," said Hawkeye, as he held the arrow in position.

"Forget it, I'd die for the might of HYDRA, than allow any of you do gooders to do anything," said the goon, but he looked smug. "Just try, I bet you won't do anything. The might of HYDRA will rise again, and you three, along with all of the other heroes in the world will be doomed."

"I'd suggest you talk, or we'll take you to Nick Fury," said Captain America, as he leaned down, and the HYDRA goon suddenly began to trip over himself to talk.

"I don't know, this attack, it was a diversion," said the HYDRA goon, stammering, as he shook underneath the might of the three heroes.

Captain America, Hawkeye, and Spider-Man all were surprised about this.

"What do you mean a diversion?" asked Spider-Man.

"An attack to keep people from looking at the real target," said the goon, with a sadistic grin.

' _Yeah, I kind of walked into that one,'_ thought Spider-Man, as the goon seemed rather amused.

"Let's quit wasting our time, this one doesn't know anything," said Hawkeye as he knocked him out. "Maybe Fury will be able to get a little more out of him, but we're going around in circles."

"So do any of you know what's up?" asked Spider-Man, placing a hand on his head. "I thought HYDRA was long gone."

"We all hoped that as the case," said Captain America, as he held his shield. "The problem is that the group has been around for centuries, in various forms. They were weakened during the war, but they must have restructured, waiting for the right time to return."

"Cut off one head, and two more seem to grow," said Spider-Man, and Captain America nodded.

"Fury says some man known as Strucker is behind this one," said Hawkeye. "Any of you know who he is?"

"All too well," said Captain America in a grim voice. "The battles between myself and HYDRA are well known. Strucker is their leader. I assumed he had perished…"

"Trust me, that assumption is something that never works out well," said Hawkeye, as he looked around, to see if anyone was listening.

"If HYDRA is back, going against them alone might not be the best idea," said Spider-Man. "What do you say we all work together, and see if we can bring them down?"

"That sounds like a capital idea, Spider-Man," said Captain America, as he prepared to leave.

"Yeah, better idea than I could come up with," agreed Hawkeye.

The three heroes stood around, and made plans to deal with HYDRA. Taking down the group was their highest priority; the fate of the world could depend on it.

* * *

Two young mutants crept around in the shadows, careful to keep a low profile.

"You've heard the same rumors I have, Wanda," said Quicksilver, as he peered out from behind a stack of crates. "The old man's back, Magneto, and we have a chance to get some answers from him."

"I'd like to know as much as you would, Pietro," said the Scarlet Witch, as she saw the armored goons move. "And it's a good thing we managed to keep the Brotherhood out of this."

"Yeah, Toad and Blob, they would only get in our way," said Quicksilver, nodding his head. "The only reason I hung out with those losers is to get closer to our father. Yet, Mystique didn't live up to her end the bargain."

Scarlet Witch nodded. They had worked together with Mystique, and her Brotherhood of Evil Mutants. It was all about finding their father, and tracking him down. Mystique seemed to have a score of her own to settle with Magneto, but the twins didn't really bother themselves with those details.

The goons exited, as a figure appeared from the shadows. He was dressed in a purple cape, with his usual maroon costume. He was the Master of Magnetism himself, the one and only Magneto.

"Okay, there's the man, let's get some answers!" yelled Quicksilver.

Scarlet Witch tried to open her mouth to protest his quick actions. Quicksilver sped out, and faced Magneto. Magneto was caught off guard by his sudden appearance, but recovered quickly.

"Pietro," whispered Magneto, but at the speed of light, Quicksilver slammed him against a stack of crates, clutching his cape.

"Don't you, Pietro me, old man," said Quicksilver. "You abandoned us eighteen years ago, both me and my sister."

"Yes, I did," agreed Magneto, as he held his hand in the air. The Scarlet Witch appeared at this point. "But you two don't understand why I had to do that. Just give me a few minutes to…"

"What's to understand?" asked the Scarlet Witch, as a hex bolt nailed Magneto, and sent him flying back.

"You abandoned us!" yelled Quicksilver, but Magneto lifted a hand. A large piece of metal flew in front of him. The quick mutant smash into it, and staggered onto the ground.

Magneto turned around, as the Scarlet Witch fired an attack at him. The Master of Magnetism dodged all of the attacks, before he put up a fence, and then repelled it around her. The Scarlet Witch struggled, as the fence crushed around her. Quicksilver sped over, and freed his sister.

"You will listen to me," said Magneto, as he rattled the metal around them. "I did not abandon you out of malice. I did it to save you, both of you…"

"Saved us?" scoffed Quicksilver, but Magneto magnetized the fence posts, and flung them at his children, to try to get their attention.

Scarlet Witch waved her hand, and all of the pieces of metal flew in every direction.

"Please listen, there were dangerous people after me, for who I was," said Magneto in a stiff voice. "You would have been in too much danger. There are people who would have experiment on you. If there was any way to keep you, after your mother died, I would have done so. Yet, I had to give you up. You seem to have done well for yourself, and grown up to be powerful and strong. You might not have lasted any longer with me."

Quicksilver and Scarlet Witch stopped, but the footsteps of approaching HYDRA goons caught their attention. Guns armed on everyone, and then their leader showed up shortly thereafter.

"Well Mr. Leshnerr, it's been a long time," said Baron Strucker, as he pointed a gun on Magneto. "The last time I saw you, you were merely a boy."

"Yes, I do recall that, you put me in the care of the Red Skull and Essex," said Magneto, as he tried to magnetize several nails. The nails bounced off a force field, and repelled back down to the ground.

"Yes, well, the time does fly by quickly," said Strucker, as HYDRA moved in. His eyes moved to Quicksilver and the Scarlet Witch. "And you seem to have brought two little lambs to the slaughter. And you thought you could shield them from the might of HYDRA forever, foolish mutant."

"What is this?" asked Scarlet Witch.

"The reason I gave you up, HYDRA would have been interested in you," said Magneto, as he waved his hand.

"Not one bit of metal in these guns, Magneto," taunted Strucker, he knew Magneto would swallow the bait so he came prepared. Just a few rumors placed about HYDRA conducing experiments on mutants, was all he needed.

A series of laser blasts shot up, but Magneto used a large metal gate to block the fire. The shield continued to hold, as Quicksilver zipped in, but he got blasted back hard. He landed on the ground, and was fastened in shackles before he could recover.

"Quick on your feet, not so much in the brain, boy, "said Strucker savagely, as the Scarlet Witch blasted them. Their guns began to vibrate, and blew up in their hands. "Stop that girl; contain her, for the might of HYDRA!"

The Scarlet Witch closed her eyes, and fired several more attacks at her enemies. The HYDRA agents tripped over her own feet, but they seemed to multiply. Magneto moved over, but he was caught in a containment field. The Scarlet Witch tried to save him, but the HYDRA goons rushed in. She was knocked out from the impact of a strike from behind. Strucker nodded, as she was handcuffed and taken off.

HYDRA dragged Magneto, Scarlet Witch, and Quicksilver into the base, as Strucker looked at his handiwork, a twisted smile appearing on his face.

* * *

Night had fallen on the HYDRA Base. A helicopter touched down onto the ground. A certain web slinger dropped down from the helicopter, and slipped into the shadows. He climbed up onto the tower, and watched the HYDRA agents open the gates for a truck to roll in. Immediately, Spider-Man webbed the gate open enough for Captain America and Hawkeye.

HYDRA agents moved around, as the three stuck to the shadows. The rustling of leaves could be heard, and a goon bent over to look.

A gas arrow knocked the agent out. Two more moved over, and two loud thumps up the head put them down.

Other HYDRA agents stepped in, but the three exited the bushes.

"Merely a raccoon," said one of the HYDRA agents, as the others two nodded. "Um, Hail HYDRA!"

"Move in, Strucker wants everyone indoors for his plan, "said the second HYDRA goon.

"Yeah, the plan that he's conspiring about, to take over the world," said the first HYDRA goon.

The other goons exchanged looks, but nodded. They all marched in. The third HYDRA Agent turned the other two.

"I'm guessing dry cleaning wasn't a skill learned in HYDRA training 101," said the third HYDRA goon under his breath as he turned the other two.

"Stay focused, we're almost there," said the second HYDRA goon, as a shield was hidden.

The first HYDRA goon nodded, as he made sure his web shooters were hidden.

' _No one ever reads the Evil Overlord's guide,'_ thought Spider-Man in amusement. _'If they did, they would know never to use costumes where the helmet covers the faces."_

HYDRA marched inside. Soon the plan of Baron Strucker would be fulfilled, and it was assured that HYDRA would have been declared to be the masters of the world. Centuries of hard work would pay off for the ancient group.

* * *

Magneto was held in an anti-magnetic field, as several heavily armed goons walked around him. .Strucker walked out, as Scarlet Witch and Quicksilver both were contained in shackles. The old man turned towards Magneto, and gave him a brisk nod.

"Just what do you want with me, Strucker?" demanded Magneto.

"You're a very valuable man, Magneto, or at least your powers are," said Strucker. "It's developed a long way since Essex looked at you. And both your children, they have potential. With a little experimentation, they might solve to unlock the secrets of genetics that will make HYDRA masters of the world."

Magneto tried to pull himself free, but the effort was futile.

"You will find yourself unable to free yourself," said Strucker. "I wonder what the world would think to know that I've done something that no other human has done. I, Baron Wolfgang von Strucker, have brought the greatest power underneath the form of HYDRA. And now you will assist me."

"You can do anything you wish to me," said Magneto in a rough voice. "I refuse to help a monster like you."

"A monster am I?" asked Strucker, as he looked at Magneto, taunting him. "Perhaps you are correct. Perhaps I can do anything that I wish to you. But what if I do not wish to do anything to you, Magneto. Perhaps I wish to do something to others. Perhaps I wish to do something to your children?"

The Master of Magnetism grew rigid, and stared down Strucker. If looks could kill, the leader of HYDRA would be long since dead.

"What do you wish for me to do?" asked Magneto, but Strucker clapped his hands.

A quartet of HYDRA goons rolled out a huge crate. The crate was broken open, to reveal a large metallic orb. The orb had been placed in front of Magneto. The silver haired mutant stared it down.

"Our secret benefactor has set us up with this technology, several of these orbs placed around the world, by HYDRA," said Strucker, as he looked towards Magneto. "All I need to do is for your powers to activate the orb. Then I will allow your children to go free."

"How do I know you're not lying to me?" asked Magneto, but Strucker just responded with a raspy round of laughter.

"You don't know," said Strucker looking much like a smug snake, as he held the orb out. The HYDRA goons pointed dangerous weapons on Quicksilver and the Scarlet Witch. "But what choice do you have? Unless, you really have forsaken them like they have believed."

Magneto held his hand out, and HYDRA let him go. His hand energized the orb, and caused a pulse to go off. Strucker's eyes widened in triumph, as he saw the other orbs get energized on the console.

"Yes, finally, HYDRA will rule once again!" cried Strucker, as he saw the net effect over the world, but at that moment, an arrow shot out. It knocked the master orb out of whack. "What, something has gone wrong!"

Three of the HYDRA goons jumped into the attack. Strucker was taken off guard. One of the goons appeared to shoot a sticky substance from his wrists, disarming and tying up several people.

"HYDRA to the attack!" bellowed Strucker. "Destroy these traitors!"

"Traitors, hardly," said one of the goons, as he removed his costume, to reveal Captain America. Strucker looked like he saw a ghost. Captain America struck a pose, before he advanced on Strucker. "It's been a long time, Strucker."

"Not long enough, Captain America," said Strucker, as he pulled a sword from his cane, and rushed forward with surprising agility despite his age. The sword clanged against Captain America's shield, as he tried to gain the upper hand.

The loud clang of metal echoed, as Spider-Man showed up. With quick movements, he freed both Scarlet Witch and Quicksilver. The two mutants tried to regain their bearings.

"Thanks," said Scarlet Witch, as she aimed her powers. The HYDRA goons wiped each other out with one shot.

Quicksilver rushed forward, and knocked his attackers back at super speed. Hawkeye stepped in, and aimed arrows. They caused the ceiling to explode, to cause the HYDRA goons to go down in a heap.

"Way too many of these guys, we've got to divide and conquer," said Hawkeye, as he shot another arrow up, and it took out several of the goons. More rapid fire arrows were shot, as they staggered back.

"Hey, you're saying it, but saying and doing is too different things," said Spider-Man, as he reloaded his web shooters. He webbed together several HYDRA goons, and they landed to the ground. The Scarlet Witch caused a stack of boxes to topple on the henchmen.

Captain America and Baron Strucker continued their duel. Both fighters battled, back and forth. Strucker refused to back down, with Captain America knocking him back. The leader of HYDRA pulled a dagger out. He threw it at his enemy, but the hero deflected it back at him. Captain America jumped up to the steps, but Strucker held a gun and blasted Captain America down.

Strucker pulled himself up, but Magneto freed himself, to cause the sword to levitate into the air. The sword spiraled, but just missed stabbing Strucker in the chest. The evil baron slid forward, and grabbed Magneto by the arm with the gloved red hand. Magneto tried to fight, as he felt his power being drained.

Baron Strucker looked sadistic, and mad with power.

"Okay, what's going on?" asked Spider-Man.

"It's a dangerous artifact, called Satan's Claw," explained Captain America, hands clutched around his shield. "It allows Strucker to maintain his youth, despite his advanced age."

"Yes, Captain America, and with the strength of Magneto, I shall have my triumph over you," said Strucker, as he jumped forward, but Captain America blocked his attack. "Struggle all you want, you are no match for the might of HYDRA."

"HYDRA's time was done years ago," said Captain America, teeth gritted and eyes widened, as he swept the leg out from underneath Strucker. Strucker bounced up, and Hawkeye sent an arrow at Strucker. Strucker blocked it, as Scarlet Witch tried to send a hex bolt at him.

Strucker dodged it all, but Spider-Man knocked him back into his throne. The leader of HYDRA bounced back, and charged Spider-Man.

"Come on Strucker, you can't go to toe to toe with me?" asked Spider-Man, but Strucker pulled up his sword and tried to stab it towards Spider-Man. "Come on, Colonel Klink, surely you can manage to strike me."

"I never heard of you until today, Spider-Man," growled Strucker as Spider-Man dodged another stab with the sword. "But now, I'll make it my personal mission in life to see you…"

The distraction allowed Captain America to dive in and take Strucker to the ground. Strucker and Captain America battled with each other, but Magneto lifted a weakened hand. He caused the bolts in the scaffold to loosen, and it to fall down onto Strucker. The man had been crushed, as Captain America disabled Satan's Claw, and the power flowed back to Magneto.

Strucker was dug out of the rumble, but Magneto held his hand up. Every piece of metal in the base floated up in the air.

"Now, we end this Strucker," said Magneto, as he stared down, but Strucker, despite blood pouring from his mouth, responded with a chuckle.

"Base destruct sequence, password severed head," said Strucker, before he turned to the group. "You can stop me, or save yourself. The choice is yours."

Magneto tried to go after Strucker, but was bounced back by a force field. He spiraled forward, and landed on the ground absolutely hard from the impact. His full power was reflected back at him tenfold.

"Okay, everyone move it, the base is going to blow up!" yelled Captain America.

"Yes, thank you, I wouldn't have noticed that," said Hawkeye, as he moved towards the exit. "Other than the flashing red lights, the beeps, and…"

"Yeah we get it, move it right now," said Spider-Man. He swung, with Quicksilver, carrying Magneto, and the Scarlet Witch following him out of the backdoor.

They cleared the base, just as it blew up, causing it to go sky high. They saw several transport ships in the distance, as HYDRA left.

' _Something tells me they'll be back all too soon,'_ thought Spider-Man.

"You all did well in there," said Captain America, but Quicksilver just scoffed at this assessment.

"Are you kidding, Strucker and his goons got away, and they activated that metal orb!" yelled Quicksilver, but Captain America looked down at the speedster.

"Any mission where everyone comes out in one piece, is a mission that we all did well," said Captain America sternly.

"So, I didn't know the Brotherhood was into the hero business?" asked Spider-Man.

"We're not…well we're not with the Brotherhood, well we were but…" said Quicksilver, as he talked so fast he had tripped over his words.

"The Brotherhood was just a marriage of convenience," said Scarlet Witch. "We were lead to believe by Mystique that our father…well I think you could guess what she might have said."

"All too well," said Spider-Man, who knew the games Mystique could play. She was a masterful manipulator.

There was silence.

"You know, there could be a different road for you," said Spider-Man after breaking the silence.

"What as heroes?" asked Quicksilver, who seemed absolutely flabbergasted by the idea. "Look, we fought alongside you guys with HYDRA, but that was HYDRA. They were going to take out everyone. Plus, we got kidnapped, so there is the entire score to settle thing as well. Don't think that we are going start sitting around the campfire, and joining hands while singing songs!"

"Are you sure that's why you took down HYDRA?" asked Captain America in a calm voice. "Perhaps you had some more altruistic motives."

Quicksilver shook his head. They had all lost the point. He looked at his sister, but she remained rather quiet.

"Perhaps they've got a point," said Scarlet Witch, as she peered into the distance. "What have we done in the Brotherhood? We were motivated by what our father did. Granted, I think we both understand why he left us. He proved himself today…"

"I'm not sure if I believe it," said Quicksilver, conflict on his face, as he thought about the situation. He mulled it over in his mind.

"Well, I gave you my side of the story," said Magneto, to break the silence. "I do hope that you can find it within yourselves to at least consider my point of my view. But I will not lose any sleep over it. We are practically strangers, even if I am proud of what you've done."

The search lights appeared, and S.H.I.E.L.D. showed up.

"Figured they'd be showing up," said Spider-Man, as he watched Nick Fury walk up, bold and tall. He surveyed the odd group that returned.

"So did you find out what Strucker was up to, Barton?" asked Fury.

"Not particularly, I did manage to get a few energy readings off an orb he had in there," said Hawkeye, as he explained about the orb he saw Strucker activate.

Fury had no idea what significance the orb held. He would put every resource they had into researching it. He stood, and looked at the entire group. His agents watched Magneto, having had their share of run ins with the mutant in the past.

"I am willing to go in for my part in Strucker's scheme," said Magneto. "I will tell you all that I know, if it will assist you. Despite my distaste for you Homo-Sapiens, we do share a common enemy in HYDRA."

"I believe you will be a valuable resource," agreed Fury as he cautiously surveyed Magneto, before he turned to the rest of the group. "I have no idea what is happening right now, but you should all know this. A war may be brewing. There is just something dangerous happening. Over the past couple of years, the threats have gotten bolder, and more dangerous. And I will need heroes to deal with them."

Fury left them to ponder those words.

* * *

Little did they know the entire situation was being watched by a malevolent ruler. Loki saw it in his eyes, this was the final phase of his triumph. Asgard had fallen, and all who would oppose him had been shut down immediately. Thor had been locked out, but when the time was right, Loki would finish him off.

"That fool Strucker thinks I would help him achieve rule," said Loki as he peered down, as his armies waited for his orders. "Little does he know he sealed the fate of himself, and the rest of the citizens of Midgard. So begins my rule, and I will strike down all that oppose me."

Loki's face twisted into a grin. All the pieces had fallen into place. Soon, it would be time for him to assemble the final stage of his plan.

All he would do now is wait. He was the undisputed ruler of Asgard, as Odin continued to sleep.

**Continued in Spider-Man Chronicles Arc 55 of 60, "Assembled."**


	107. Assembled Part One

_And here we go, Chapter 107 out of 116 of the Spider-Man Chronicles._

* * *

**Chapter 107: Assembled Part One.**

Glass and debris shattered with a sonic blast in the streets. The panicked population scrambled out of the way. A man dressed in black with goggles held a large bag, containing money that overflowed. He moved over, as the police surrounded him. Herman Schultz, or Shocker as he was better known, sent a sonic blast. The street cracked, and caused more glass and debris. Shocker ran down the street, and looked to get towards a getaway vehicle. He was stopped by a splatter of webbing on the street.

Spider-Man lowered down, and jumped down to face Shocker. The villain was momentarily staggered, but recovered quickly.

"You!" growled Shocker, as he aimed his gauntlet. A huge sonic wave cracked through the air, but Spider-Man dodged underneath it. "I'm going to take you down for good."

"That's what they all say, "said Spider-Man as he dodged another sonic attack, before he kicked Shocker hard. Shocker bounced back, and went to nail Spider-Man .The web slinger slid underneath the attack. "That doesn't make it any less wrong, or what you're doing any less wrong."

Three more blasts, but Spider-Man dodged the attacks again. The assault caused a dumpster to lift off the ground, but the web head dodged the attack.

"I've seen better shooting from a senior citizen with cataracts," taunted Spider-Man as he swung over, but Shocker blasted compressed air at his enemy.

Spider-Man pivoted in mid-air. Shocker blew a hole through the wall, and tried to make a clean getaway. He rushed through, and blasted at the other wall, sending bricks flying. Immediately, Shocker rushed around, but a blast deflected him backwards.

Shocker looked up, absolutely confused as Iron Spider looked up to see a hovering figure in a suit of armor. He gritted his teeth and aimed a shock.

"And you're slow, again," taunted Gwen from inside the Iron Spider armor. She managed to get a fix, and a few shots had disabled the gauntlets. Shocker tried to fire at her, but they were jammed.

"Damn it!"

"Good shot, but I'll take it from here! "yelled Spider-Man.

Shocker turned around. Both feet nailed Shocker in the face. Shocker picked up a pipe, and swung. Spider-Man bent out of the way.

"And a swing and a miss!" yelled Spider-Man, before he jumped up. He clicked his web shooters, and disarmed Shocker with a fluid motion.

Two punches rocked Shocker. The villain staggered, and Spider-Man flung him halfway across the alleyway. Two lines of webbing wrapped around the villain, and left him gift wrapped for the police.

Shocker was rolled on the ground, in front of the police cars, as Spider-Man climbed up on the building. Gwen joined him a second or so later, as they looked down.

"Hey, that wasn't fair, it was two against one!" yelled Shocker, as he kicked the side of the police car, but he was shoved inside, being brought back to Ryker's Island.

"Man, he's a bit of a whiner, isn't he?" whispered Gwen, mirth in her voice.

"Yeah a little bit, it was a fair fight," said Spider-Man. "He had that suit, and those gauntlets, and he couldn't get one shot in. Without that, is he anything?"

Gwen just smiled, as she looked around.

"I wonder if there are any more crimes, "she said from inside the suit. She scanned the police radio with the systems of her suit.

"In this city, that's highly likely," said Spider-Man, as the two were perched on gargoyles, looking out in the city. So far, it was so good; there were no signs of a disturbance. Perhaps this would be a rather quick night after all.

A buzzing echoed in the ears of both of them, and a signal kicked on.

"Hey you two, pop down to Stark Industries, I've got a high end energy reading," said the voice of Tony Stark. "You aren't going to believe this, but hey seeing is believing and all."

The two spiders remained silent, and looked at each other.

"We better go and see what we're not supposed to believe," concluded Spider-Man, as Gwen nodded. They both swung over to Stark Industries, using their momentum to pick up the pace.

A strange mystical vortex of energy appeared over the city of New York, but the two entered Stark Industries before they could notice it.

* * *

Tony Stark just frowned, as he looked at the energy readings on his master computer. To say that they were off of the scale would be a gross understatement. They had created a brand new scale in their own way. He tried to find an interconnecting thread between anything, something that could be explained by science.

Yet, all he found was a stone wall and more questions than answers. A dead end, nothing one bit a data made any sense. Stark frowned as he continued to analyze the data. He barely noticed as a figure walked up towards him.

"Any progress," said Thor.

Stark flinched with a start, but recovered quickly.

"Well, in a sense there has been process," confirmed Stark, as he read every bit of data in. "These energy readings they're…"

The lights flickered in Stark Industries, and the power looked moments away from blacking out.

"Don't die on me, I don't need to black out the city and lose everything again," said Stark, as he tried to fix the systems before they crashed. "And we've got power back online just to confuse me more again. When those two get here, maybe their brains can make any sense of this. Because I've went over this."

"Perhaps it isn't science that we are dealing with, Tony Stark," said Thor as he looked thoughtful. He leaned on his hammer. "Perhaps we are dealing with some kind of strange sorcery in the air."

"That would explain why your scanners would not be able to get a feel of anything?"

Peter and Gwen walked up, now back in civilian attire. Stark looked at them.

"Just take a look at this, and tell us if you make any sense of this," said Stark, as he leaned back.

Peter and Gwen both moved over, and tried to make sense of the data. Yet the readings were all wonky, it was not unlike anything that they have seen. Gwen shook her head when Peter looked at her. Stark read the print outs, as did Thor.

"Some of the sequences do seem familiar, but without a reference I would be unable to tell you what exactly we will have been faced with," said Thor in a grim voice, as he tried to remember. "It may be sorcery, and Asgardian in nature…"

"Asgardian magic, could that Enchantress be involved?" asked Gwen, as she remembered what that woman did to her in the last time out.

Peter sensed his girlfriend's worrying, and placed an arm over her shoulders.

"Possible, but this is not Amora's style," said Thor, but that theory would not be something he could discount.

"I believe that the incident days ago with HYDRA and these strange energy disturbances could be correlated."

The quartet all turned around. Captain America walked into the picture and faced the other four in the room. He stepped towards them.

"So what do you got, Cap?" asked Stark.

"Days ago when myself, Spider-Man, and Hawkeye dealt with HYDRA, Strucker had Magneto activate an energy orb with his powers," explained Captain America.

"I thought Hawkeye managed to disable it when he busted it," said Peter.

"That's what we all thought," said Captain America quietly, holding his shield against his body. "But it appears a signal of some sort might have been sent out to the other orbs."

"A beacon of some sort, of course, why didn't I think of that?" asked Stark, as he slid over to the computer, and tried to see if he could find any energy signatures that were like it.

Peter suddenly grew rigid. He all knew too well what that buzzing meant.

"Spider sense we're in danger!" yelled Peter, and Gwen grew rather tense at that moment. She knew that it was the time to trust Peter's instincts.

A large fist impacted the side of Stark Industries, which caused everything to shake. Everyone staggered, as Thor looked out the window.

"By the All-Father a Frost Giant!" yelled Thor. Without another word, he prepared to engage the creature in battle.

"A Frost Giant?" asked Stark, his face contorted into a scowl. He took a few seconds to look at the creature. "Oh that's just wonderful. What could be worse?"

"I can think of one thing," said Gwen.

"So can I," said Peter.

"Oh and what would that be?" asked Stark, a look of confusion on his face.

"Three frost giants," concluded Gwen, as she looked out the other window. "We've got to…"

"On it, you three get ready," said Captain America and without a further word he smashed open the window with his shield. He rushed into the streets. The panicked populace ran across the street in terror.

Gwen put on the Iron Spider armor, and Peter put on his costume. Iron Man was ready to go, as Thor smashed his hammer into the chest of the invading frost giant. Several loud smacks and the creature staggered from the left and the right. He tried to grab Thor, but the Prince of Thunder remained steadfast in his battle.

Several blasts staggered the other frost giants, and they gave mighty roars in response. The fight would be uneven, but at least they could direct the creatures away from civilization. The loud roars continued to rage throughout the city.

Captain America dove down, and smashed a shield into the face of one of the giants. Thor swung his hammer, before smashing it hard into the chest of the creature. It staggered back. The battle continued to rage on, and many looked up to notice a swirling vortex in the skies.

Energy cackled in the air, as the heroes tried to struggle to keep anything else from slipping through to threaten the people of Earth.

* * *

The SHIELD Hellicarrier was a scene of chaos. Sirens blared. In response, everyone rushed around, all of the operatives of SHIELD ready. A loud crackle echoed, to signal the arrival of several dark shadows that manifested inside of the air base.

"Everyone contain them on the double! The last thing I want is to have to rebuild this thing yet again!"

Nick Fury continued to bark orders. His best agents engaged the enemy, a new and rather mysterious enemy. In a case rested a slightly cracked orb, which was humming and gave off weird energy readings.

"Yeah and how pray tell are we going to fight something that we can't even touch!" yelled Hawkeye, through gritted teeth. He aimed an arrow and gave it his best shot despite the handicap.

"As hard, and as fast as we can," said Black Widow, moving around, preparing herself to engage the energy. The entire ship rattled from the attacks. Insidious laughter filled the air. The SHIELD agents kept the shadows away from the equipment, just barely.

Fury continued to direct traffic. He just needed a few more minutes, to scan the orb. He was all too well aware of the strange disturbances going out all over the world. Whatever Strucker did, it had long lasting effects. The Director of SHIELD pointed a large gun, and it blasted through the air.

"Get out, get out all of you!" yelled Fury. He continued to fire more shots at the intruders.

"Something tells me they're not about to listen to you," said Hawkeye, as he aimed another expert shot. More shots nailed it, and Hawkeye smirked at the success at one particular well aimed arrow. "And that one was right on the money."

"Yeah, your shots are accurate," agreed Black Widow, moving to the side to vary her attacks and movements. She continued to engage her opponents. "The problem is that we're dealing with an enemy where it doesn't really matter how good your shots are."

Hawkeye just nodded. The two SHIELD agents continued to fight. Everyone in the battle continued to hold their own. At some points, it appeared that they were winning. Loud cracks echoed, as the entire Hellicarrier rattled from the attacks.

"Away from the equipment!" shouted Fury, as he aimed a series of rapid fire blasts. The shadows backed off, but he was not completely done.

The battle continued, as the orb was a few moments away from behind scanned.

"Pick up the pace, let's see if we can drive them off!" ordered Fury.

"What do you think we've been doing Fury?" countered Hawkeye, as he gritted his teeth. A blinding flash lit up the mobile base.

Loud crashes, and another distress signal. Fury moved over to assess the damage.

"Giant creatures in New York!" yelled Fury. "Well this just makes this day even more perfect!"

Fury expressed his disgust by firing a huge energy blast at the creature. It managed to recoil, as the director of SHIELD continued to engage in some good old fashioned stress relief. The tide continued to shift back and forth. Several of the soldiers lost their nerve, but others kept off the valiant fight and pressed forward.

Back and forth a fierce battle raged. Explosions came periliously close to damaging the Hellicarrier. Black Widow and Hawkeye managed to clear the room.

"Okay Fury, how much longer do we have to keep this up?" asked Hawkeye.

There was a pause before Fury gave his honest assessment of the matter.

"As long as it takes, Barton," said Fury, as he pulled out a pin of a grenade, and cause a blast of energy to temporarily incapacitate the creatures. "Everyone keep on their asses."

"Yeah, we're keeping, believe me we're keeping," said Hawkeye.

An arrow aimed upwards, and bought them a bit more time.

Several more SHIELD agents fell to the ground, but the black shadows retreated. Fury activated an energy field, and managed to repel them back away from his equipment.

"Good, it seems to be working," said Fury, as he leaned back, looking at the black shadows. "No matter what, these things should not be allowed to get into the city."

"Here come more!"

SHIELD worked together, to fight off the second invading group, as the mystical energy continued to crackle outside.

"So how's it coming on now, Fury?" asked Hawkeye, as he landed on his feet, and began to shoot more arrows. "Not to bother you, but my arsenal's running a bit dry."

"Well you should have brought more arrows, Barton!" snapped Fury, and Hawkeye raised his hands in a defensive stance.

Black Widow just smiled, Hawkeye really should have learned by now. She deflected the attacks, and jumped up. The floor was electrified, which had a very minimal, but obvious effect on the black shadows. They kept coming, faster and faster, but they kept on with the steady grind.

"So, if this is the end, at least we're going down with a fight," said Black Widow.

"Well that's a nice spin on it," said Hawkeye. "But it won't be the end…if Fury figures out that orb before I'm eligible for social security perhaps we can get this show on the road!"

Fury just grumbled, as he continued to scan the orb, but the vast amount of information that SHIELD had at its disposal proved to be a benefit to this situation.

"Finally," said Fury, as he managed to reprogram a transporter on the Helicarrier. "Now, we need to send these things back to where they came from."

A few strokes of the keyboard later, and the transporter kicked up. The shadows began to get drawn into the vortex. They tried to hold back, but it was only inevitable that they would go. SHIELD watched as one fire just got swiftly put out.

A quick scan of the city indicated that there were several more to go. Fury downloaded the data from the orb, which now was dormant, for now at least. With a swift movement, he removed the disc and placed it in a case. He waved over Black Widow and Hawkeye.

"The two of you, take this over to Tony Stark," said Fury. "Given his little project, he might find it useful. With any luck, he can adapt the energy portal he's building to send all of these creatures back to where they came from."

Black Widow and Hawkeye nodded. They hastened their steps, and scrambled to do this deed. Fury collapsed in his chair, before he turned to monitor the growing state of emergency in the city.

* * *

The Frost Giants tore through New York City. Thor swung from the fences and nailed one of them flush in the face.

"Well they say the bigger they come, the harder they fall!" yelled Spider-Man, but he was swatted over to the side. "Yeah, and whoever said that really needs to take a look at these guys."

"We don't need to beat them," said Captain America, as shield nailed one of the creatures in the face. "We just need to stall them!"

"For who, King Kong?" asked Gwen, as she wrapped electrified webbing around the creature.

Iron Man aimed high and fired a huge beam directly at the Frost Giant. The creature was knocked back, as Spider-Man and Gwen aimed low. Thor aimed in the middle, and the creature was staggered.

"Yeah, and if these guys fall down we might have a bit of a problem," said Iron Man, but he nailed the creature in the eye. The beast got staggered from the impact, and appeared to be a bit punch drunk.

"We just need to find a way to send them back from where they came!" shouted Thor, as he swung his hammer, to kick up lightning. The shock had been fired, and the frost giant was driven back.

The battle continued to go throughout New York City. Police barricades were put up, but they only did so much good against the onslaught the frost giants.

"Okay, I got a plan, but we're going to have to lead them all into one place," said Spider-Man, swinging high above to avoid the shots. "Then we try and get them to take each other out."

"Well…that's better than any plan I thought of," said Iron Man, as he aimed a series of blasts to rattle the frost giant.

The creature gave a loud roar. Thor bounced an attack off of another one. Captain America swooped in, to attack his enemies. Several more blasts of electrified webbing shot out, and wrapped around the creatures.

"Looking good, but that won't hold them for long," summarized Captain America.

"Aye, we are going to need a heavier hitter," said Thor, but he managed to do the best he could to send his adversaries down. "One of these creatures is a formidable foe…"

"Yeah, I noticed," said Spider-Man in a dry tone of voice. He narrowly avoided being stepped on by these creatures. He kicked the creature in the shin, but all he achieved was a stubbed toe.

' _Okay this plan was a bust,"_ thought Spider-Man. _'I'd like to switch to Plan B…but I'm still in the planning process of that one. Yeah this is going to be fun.'_

Gwen looked up at that moment. Her mouth opened in surprise.

"What is it, what do you see?" asked Spider-Man.

"The heavy hitter," said Gwen, a smirk manifested from beneath her helmet.

A loud "ARGH" echoed through the air to announce the newest arrival, and the Hulk jumped down to engage the Frost Giants.

"Punk green man thinks he can stop me," chuckled one of the giants.

Hulk just growled, and picked up one of the giant with all of his strength. Everyone dodged. It took great effort, but he flung the much larger creature.

"I don't think," growled Hulk. He helped Captain America and Iron Man out of the way. Then his fist impacted the large creature, and he pushed him back. "I know!"

The Hulk continued to smash into the large creature with a series of high impact strikes. The frost giant moved in, but Thor assisted with a mighty swing to crack the frost giant in the head. The frost giant staggered, as Iron Man hovered up. Several high impact blasts, and the creature was staggered.

"I believe the tide is turning," said Spider-Man. "About time something went right today."

"Yeah, unless something else comes through that portal," growled the Hulk, as he blocked the punch from the creature, before he twisted the arm around. Hulk jumped up and a huge punch rattled his enemy.

The battle continued, but it was a bit easier in a sense. Most of the city streets had been evacuated. A few civilians had remained, but the two spider themed heroes rushed them out and to safety. A blast of pink energy shot two of the frost giants. They took each other out with huge beefy punches.

The Scarlet Witch and Quicksilver showed up at this point to join the fray.

"Fancy meeting you two here," remarked Spider-Man, as he looked at the two mutants. "What are you doing…"

"I'll tell you what I'm doing!" yelled Quicksilver, getting in Spider-Man's face. Spider-Man took a step back "These creatures are attacking all over, weird creatures, and these frost giants are just a part of it! We were just minding our own business, but they don't care! This is all your fault!"

"My fault?" asked Spider-Man in confusion. Scarlet Witch just flashed him an apologetic look at the actions of her brother.

"It is only the fault of the person who is behind this," said Thor as he showed up. The Scarlet Witch blinded one of the frost giant with a powerful attack.

"Do you have any idea who could be behind this?" asked Scarlet Witch. She screwed her eyes shut with fierce determination, and fired off another attack.

"I have my suspicions, but no more than that," remarked Thor, as he continued to battle.

The battle raged on, but the vortex in the sky continued to grow. The ground beneath them shook, as Quicksilver ducked an attack, using his super speed. A series of rapid fire punches backed off the creatures.

"There do seem to be a couple more of these things!" yelled Iron Man, as he blasted them back, but they retreated.

"Yeah you better run!" shouted Quicksilver, looking at the retreating backs at the Frost Giants.

"I doubt they have run far," mused Thor.

"Do you think they've sent for reinforcements?" asked Captain America, and Thor nodded. The super soldier clutched his shield, and prepared to battle.

It was a waiting game, as the group took a few minutes to catch their breath. The Hulk just growled, as he was ready for more enemies. There was someone approaching, but the arrival was actually a friendly one for once.

"Fury finally managed to scan that orb he picked up," said Hawkeye, as he dropped down, with the Black Widow following him closely behind.

Iron Man was caught immediately off guard, but he shook his head to regain his bearings. He turned around to Hawkeye, and walked forward.

"So it was that orb that caused all of these disturbances throughout the city," said Iron Man, and Hawkeye nodded. "Now that I have some clear data, I may be able to help. If I can get the energy portal working, I might be able to send our invaders back to where they came from."

Iron Man turned around to face Thor then, and looked at the Asgardian.

"And if I get it working to that extent, I might be able to send you home."

"Of course, but do worry about sending these creatures back first," said Thor. "They pose a grave danger to Midgard, and the longer they are here, the more that are put in peril."

The assembled group all ran off, back to Stark Industries. Quicksilver and Scarlet Witch followed. The Hulk brought up the rear, lurking behind. He growled, when he got some fearful looks from the people on the street.

Time was of the essence. It ticked down, second by second. The pressure would be on, and this was one last desperate gambit.

* * *

In his laboratory, Stark hovered over his state of the art equipment. He placed the disc into his computer, and managed to study the frequencies. He knew he was missing a vital component to that portal. Months of working on it, he missed one rather important variable. He adjusted the frequency settings on the energy portal.

"Okay, here goes nothing," said Stark, as his hand moved towards the switch. "If this works, we're going to be out of the woods, I hope."

' _I hope it's that simple,'_ thought Spider-Man, as Gwen leaned on him, waiting for the other shoe to drop. _'But, got to remain optimistic despite the situation.'_

Iron Man made a few more calculations.

"Make sure you don't bring anything more here," said the Hulk.

"Yeah, I'm on that right now," said Stark, annoyed at being given suggestions by a large green monster. "Let's see that's right, that's right, I'm ninety five percent sure that's right…"

"What do you mean ninety five percent sure?" asked Quicksilver, his voice raising.

"It means there's a five percent margin for error," said Gwen in a quiet voice.

"Pietro, nothing bad's going to happen," said Scarlet Witch as she rolled her eyes.

"I don't even know why I'm here," whispered Quicksilver.

Everything was in line. All that there was needed to pull the switch. Stark closed his eyes, and pulled the portal switch.

The portal came to life, and everyone looked outside. Sure enough, the creatures outside of the city began to get sucked through the portal.

"Are they disappearing on your end, Director Fury?" asked Black Widow, pausing to gain confirmation. She turned to them "The portal it's working, the creatures are being sent back."

"Yeah, but cleaning up the damage afterwards is going to be the real fun," commented Spider-Man.

The screams of creatures being sucked back to where they were could be heard by all.

"Well that was easy," said Stark.

"It's never that easy," replied Spider-Man.

"Would it kill you to be a little optimistic?" asked Stark, but Spider-Man shrugged in response.

"He does have a point," agreed Captain America, as he braced himself for the worst.

"What could happen?" asked Quicksilver.

"Kid, you should never say that, it's just inviting trouble," said Hawkeye, closing his eyes and braced himself for the worst.

At that point, spider sense began to kick into overdrive. Spider-Man spun around, absolutely on edge. He clutched his head.

"It's never gotten this bad!" yelled Spider-Man, but suddenly the energy portal kicked to life, swirling with malevolent looking energy.

Everyone began to panic.

"SHUT THE PORTAL DOWN!" yelled Gwen.

"It's not responding," said Stark, as he tried to get into the controls, but it was locked out. Hulk tried to smash it, but he was knocked back from the energy pulse.

"I believe we may find out who is behind this," said Thor.

"Yeah we need…" started Black Widow, but her communication got cut off. The portal swirled directly back to life.

All of the guests of Stark Industries were promptly sucked through the portal. They spiraled through the air.

' _I was not prepared for interdimensional travel,'_ thought Spider-Man as he felt his lunch returning to him through his throat. He was barely able to keep his bearings, shaking his head from the left to the right.

A loud crash echoed as Spider-Man, Gwen, Iron Man, Captain America, Thor, the Hulk, Quicksilver, The Scarlet Witch, Black Widow, and Hawkeye all smashed into the ground. All of the parties were either dazed, or rather annoyed at the unexpected travel.

"I don't think I want to go on that ride again," groaned Spider-Man as he shook his head. He felt like he got dunked in a pool headfirst for about an hour, only it was worse.

"Where are we?" asked Scarlet Witch.

Thor got up to his feet, and allowed himself to look around for a few moments. His eyes widened, as he recognized this place immediately.

"We are in Asgard, "said Thor. "Outside of the throne room of my father, Odin in fact."

"Well there you go," said Iron Man. "Guess you can go home after all."

"Something's up," said Captain America as he perked up his ear.

"Yeah, doesn't it strike you a bit funny that we just happened to get sucked here?" asked Hawkeye.

Everyone nodded, as they understood the point. The entire group took a few steps forward, but the palace doors swung open.

"That's convenient," commented Spider-Man.

"It's quiet," whispered Gwen. "A little too quiet."

"Yeah, why did you have to say that, now you're going to jinx us?" asked Spider-Man, but she just shrugged.

The entire party edged forward.

"Father!" called Thor. "Are you present?"

A slick voice answered his inquiry.

"Guess again, Thor."

Thor's eyes widened when he saw the figure sitting on the throne high above them. As bold as brass, and arrogant as always, Loki stared down at him. He was dressed in royal garb, as he held a staff in his hand. A sadistic grin twisted onto his face, as everyone looked up at him.

"Loki!" yelled Thor.

"Yes, I'm pleased to see you've remembered me," said Loki as he peered down at the group. "After you allowed me to fall, in your arrogant attempts to assert your authority over me!"

"You tried to commit mass murder!" called Thor. "I had to deal with you, I never meant for it to…"

"Once again, you're trying to make yourself look like the superior party," said Loki waving his hand dismissively and he appeared rather bored. "And I've seen you brought some insects with you for me to crush."

"Yeah, well you'd find that to be a bit more challenging that you would think," said Spider-Man. "And for all of your power, you of all people should know that spiders aren't insects, they're arachnids. Then again, with that stupid head piece, I wonder how much you do think."

Loki's eyes narrowed, as he surveyed the web head with thinly veiled contempt.

"This one, this one doesn't know when to keep his mouth shut," said Loki. "But never mind that, all of you will perish, as will Midgard. It is a worthless realm; there is no value to it. I will see it burn, and all life on it get snuffed out. And I dare anyone to stop me."

"Well you got a bunch of people here that would stop you one on one," said Iron Man as he looked up at Loki, and tried to aim a repulser blast, but Loki deflected it, yawning before he addressed the entire group.

"Arrogant worm," said Loki as he looked down at them, lip curling into a sneer. "I'm prepared for you, my army is ready. I've been…"

"You talk too much," growled the Hulk. The beast jumped high into the air, and tried to attack Loki, but Loki held him in an energy field.

Hulk spiraled to the ground with a huge impact, swatted away like he was nothing.

"Such annoyances," whispered Loki, leaning back on his throne. "But rest assure, I intend to take you all down, and lead to your demise. There was resistance, it was amusing, but now I rule Asgard, the undisputed ruler of this realm."

"I dispute this!" yelled Thor, as he rushed forward, and tried to break through the barrier.

"Yes, I figured you would, arrogant as you are," said Loki, eyes narrowed and peering at the group. "But enough talk, I bore of this. I require entertainment. Your destruction should suffice."

**To Be Continued in Assembled Part Two.**


	108. Assembled Part Two

_And now without further adieu Chapter 108 of 116 of the Spider-Man Chronicles._

**Chapter 108: Assembled Part Two.**

The entire group of assembled heroes stared up at Loki. The sadistic ruler looked down at them. A crazed expression was prominent on his face. From side to side, Loki surveyed the group.

"Any last words?" inquired Loki with a sadistic expression upon his face.

"Oh, yeah, a few," said Spider-Man, fixing his gaze upon the tyrant. "But my younger fans would not approve of any of them."

"Insolent insect," growled Loki, before he waved his hand, and at that moment his army stampeded into the way. Several warriors looked reluctant to attack. Yet, they were duty bound to the ruler of Asgard and that was now Loki.

"Just stand down and no one need not get hurt."

The entire group exchanged looks. Iron Man held his hand in the air, and a blast cackled through the air. Several members of the Asgardian army dropped down. Hulk picked up a large pillar and swung them at the attackers. Hawkeye disarmed the sword of one of the attackers.

"So do we have a plan?" asked Hawkeye, as he shot several of his arrows rapid fire, but had to pick his shots wisely. "Or are we just sightseeing?"

"I think any plan went out the window a while ago," said Black Widow. She stood on her hands and rolled forward. A martial arts kick knocked one of the attackers back, and she disarmed another warrior. A third warrior moved in, but Captain America rushed over to engage him.

A loud echo of a shield smashing against the face of the warrior, and the star spangled super hero swung back. Captain America nailed him with several more shots. Spider-Man was propelled up by the Hulk, and he took out an entire trio of attackers. More closed in, as Loki directed traffic. Thor tried to rush Loki, but a large fist impacted him in the chest. A series of high impact blows nailed Thor in the chest, and around the side of the head.

"Stand to one side!" yelled Thor. The Prince of Thunder tried to fight, but he was dog piled.

Iron Man flew forward, and knocked them back. The Scarlet Witch aimed a hex bolt, which caused the armor to break apart. Quicksilver rushed towards the warriors. With quickness, he managed to disarm each and every one of them. A series of rapid fire blows to the stomach staggered them. Quicksilver ran around again, and the warriors tripped.

"Don't hold back, crush them!" yelled Loki, as he held his fist together for emphasis and made a breaking motion with his hands.

Two blasts echoed for miles around. The two spider themed heroes worked together in harmony, managing to take their enemies down. Several warriors dropped, as Hulk tried to smash his way through. Loki waved his hand. A wall of stone appeared, and Hulk smashed into it face-first. Another spell banished the attackers from the palace.

"Did anyone get the number of that evil tyrant that hit us?" asked Iron Man.

"Look," gasped Scarlet Witch, as a larger army rushed in and surrounded them. She blasted over her shoulder.

A loud crack echoed through the air, and they were put down. Spider-Man swung off of the pillars, and a series of web shots took out the aggressors.

"Asgardian warriors are proud and difficult to put down," warned Thor, as he swung his hammer. "Even my powers would not be able to keep them at bay for long and…"

Thor was cut off, and thrown to the ground. Captain America swooped in to dodge a further attack. Hawkeye took more arrows from a fallen warrior, and began to fire them immediately. Quicksilver tripped them up, and Scarlet Witch fired more attacks.

"Yeah, they're really not slowing down," breathed Gwen.

"Not getting winded are you?" asked Spider-Man.

"Hardly," said Gwen as she regained herself. "Are you?"

"Not at all," responded Spider-Man, as he webbed around the army. He threw himself in the air with a rather impressive somersault type flip. His agility served him well in this case.

Web lines shot out, as Captain America aimed his shield. With a precise throw, the hero flung his shield. The shield spun through the air, and with several loud cracks nailed several of the Asgardian army members in the face. He caught the shield, and the Scarlet Witch blasted her hex bolts hard at the enmies. The army fell hard to the ground, and Iron Man aimed.

"Everyone stand clear!" yelled Iron Man. "This might hurt a little bit!"

Iron Man fired a huge beam through the air. It cut through everything, and the entire team ducked. The blast backed off the army, but Iron Man was pushed into the air. The armored avenger flew hard to the ground, but Hulk caught him. With a huge growl, Hulk put him down on the ground. In a rampage, the green monster rushed in. A huge punch rocked them, but the army continued to pour out.

"A strategic retreat might be a good idea now, "said Spider-Man.

"Retreat?" asked Thor in an incredulous tone of voice. He smashed the attackers hard down to the ground, but they all rushed him immediately. The Prince of Thunder was pushed back, but he smashed his way through. "Never, to retreat means to accept that we are weak."

"Yeah, but it also acknowledges the fact we kind of want to stay alive," said Hawkeye, before he shot more arrows to back them off.

"Yeah, well if you're weak," grunted Hulk, as he smashed one of the larger and uglier attackers hard down to the ground.

"Weakness has nothing to do about it," said Captain America in a firm voice. He held his shield, blocking the attacks and reflected them back. "Sometimes we must concede one battle to win the war."

"Much as I hate to duck and run, I got to agree with Cap," said Spider-Man.

"Yeah, I'd actually second that one," said Scarlet Witch.

"You're kidding, right?" asked Quicksilver, as he whizzed forward, and knocked his adversaries back. "First we get dragged along for this, and then we're getting dragged off when we're hitting our stride."

"Yeah, is that stride sliding you into your grave?" asked Spider-Man, as he snapped a huge line of webbing forward, and managed to divide the army. "Iron Man, I need some back up."

"Ahead of you web slinger," said Iron Man.

Iron Man shot a high frequency blast, as the barricade formed. A wall of rubble placed out, as Hulk decided to give a little hand by smashing the wall. They toppled around, as the team retreated.

"We're not running, just think of it as a way to regroup for the win later," said Spider-Man.

"Yeah just keep telling that to yourself," said Quicksilver. Despite his protests, he helped fortify the barricade.

The entire group moved down a slope, and Spider-Man and Iron Man both managed to give them a shield.

"This way!" yelled Captain America, on autopilot at this moment and running on pure instincts.

"So, now what?" whispered Hawkeye.

Captain America had the answer straight away.

"Wait until we get away from the enemy, and then we come up with a plan," said Captain America.

"How far are we going to run with our tails tucked between our legs?" asked Hulk.

Hulk did not get any answer. The group continued to rush, until they made it far away. It appeared the army had either retreated.

"Frost giants over there," whispered Gwen, and the entire group nodded.

They continued their travels, putting more distance between themselves and their attackers. It was my a sheer miracle that no one attacked them.

"I do find it most concerning that we have not encountered any help," said Thor.

"Well, Loki must have decided to take that out of the equation," said Spider-Man, in a somber voice. "It doesn't look good, and we're not getting out here unless…well I'm sure you all have seen how dangerous the situation has been."

Thor just hung his head. He knew his brother was capable of great malice, but this was an entirely new level to his fiendish crimes. He could not ignore the evidence flashing before his eyes.

The team made it to a wooded area. There they would be able to regroup, and hopefully the next attempt to deal with Loki would be slightly more successful. It could not get much worse after what they had to deal with before.

* * *

Loki sat atop the throne of Asgard. A calculating expression formed on his face. Thor and his foolish allies made a desperate attempt to stop him. Once again, who was the superior one out of the two had been proven. While Loki could not strike a physical blow to Thor, the blow to his ego satisfied the self-proclaimed ruler of Asgard, at least for the moment. Sooner rather than later, the battered and bloodied bodies of his enemies would be brought before him. This would serve to be a prelude for his eventual plans to Midgard.

A smirk twisted across his face. He kept his ears open for any further news. He received a message. He took the scroll, the latest report from his army. The pockets of resistance had either been shut down, or had been driven so far underground that it should not bother them. Being driven underground would be appropriate; given all who opposed him would be much like vermin.

"Thor retreated," read Loki, chuckling as he read the message before him. "I must have done a number on his mind. Well no matter, soon his foolish pride will be his greatest handicap. I don't have to look for him; rather he'll come and find me."

Loki sat back on the throne. His eyes fixed on the form of Odin visible through the curtain. Months ago, he had fallen into the sleep. The sleep was lengthened, as Loki tapped into more and more of the Odin Force. Soon all would fall; each and every one of the heroes brought here would perish beneath his feet.

Yet, he would not be satisfied with a mere execution. He wanted them to grovel for it, at his mercy. Thor especially, Loki would humble Thor.

"No matter what, the victory will be mine," summarized Loki. He walked around, to see the immobilized forms of those who defied him. Of course, he turned some into stone just for his amusement. Being the supreme ruler of Asgard meant he had to do something to occupy his time.

They were still out there, but Loki waited for months. Mastering patience was a fine science for him. He watched each and every one of Thor's futile attempts to reenter the realm. A number of times the portal worked, but Loki snatched them away from him. It was like taunting a cat with a mouse on a string. And Thor was not the brightest of all.

Of course, Loki mused about each and every one of his plans coming true. Victory grasped within his hands. There had been a minor snag or two, mostly due to the interfering of Spider-Man. The Sentinels he guided Osborn into making would destroy the Earth. He saw a beautiful vision of all life off Midgard wiped out. Yet, there appeared to be other forces who tried to meddle in his grand plans. He could barely sense it, but he spotted something trying to force its hand into his work.

Of course, matters had been manipulated for the longest time by his hand. Loki amused himself by thinking that the events of the world were set into motion by one little action. One simple hand, loosened one tiny latch, and as a result one genetically altered spider was released.

All would be in his hand, as it should be. Odin was put down, and Thor ran around scared. The victory was in the palm of his hand.

What could stop him?

* * *

"Well we finally got out of there, what it's worth!"

Quicksilver paced around at super speed. His feet wore a rut into the ground. Up until the moment that Scarlet Witch decided to take his feet out from underneath him. Quicksilver spiraled onto the ground.

"Just everyone calm down," said Iron Man. He tried to devise a plan.

"I agree, we need to work out a plan," said Black Widow. She sat down on a rock, as Hawkeye repaired his bow. It had been damaged in the retreat. Thor looked into the distance.

"I advise we go after Loki and shut him down," said Thor. The entire group looked up at him. "The longer he's allowed to remain at large, the longer we could suffer. You heard the acidic words drip off his devious tongue. The longer we wait, the more he will push back, until we are nothing."

Captain America nodded as he bent over, deep in thought.

"And I suppose you got a plan," said Hulk. He looked at Captain America who responded with a stoic nod.

"I took a good look at the forces Loki had at his disposal," said Captain America. Everyone gathered around to see what the old solider had to say. "It relies on brute force and numbers. Loki hid himself behind these creatures, and monsters. The entire army is unrefined. Most of them only fight for him out of obligation."

Everyone nodded as they allowed these words to sink in immediately.

"Yeah, but what do we need to do?" asked Hulk.

"Strike swiftly and force Loki out," said Thor.

"Calm down, we'll strike alright, but we need to do it smartly," said Captain America, looking around at everyone. The entire group nodded. "The best thing to do would be divide and conquer. Three teams, two teams of four and one team of two. One takes the Frost Giants, the others takes the army, and the final team will go on the throne room."

"I vote to lead the assault on Loki," said Thor.

"I figured as much," said Captain America with a nod. "Here's what all of us need to do."

Captain America drew out the plan and assembled the team. If anyone had any issues, they did not voice them.

It was go time. It was time for the teams to assemble, and go out to deal with the situation.

* * *

The Frost Giants sat around the camp. They all remained bold, and gruff.

"I don't think Loki has anything to worry about," grunted one of the giants. "No one's getting past us."

"Yeah, let's see them try."

One of the giants cracked its knuckles, and a shockwave moved through the air. They all remained vigilant, on their toes for any sign of trouble. It was silent, but they prepared to move at the first sign of trouble. A growl escaped from the lip of one of the creature, but one of them suddenly found a sticky substance shot into its face.

"I can't see!" growled the giant. It tried to rip free, but a figure swooped in, and grabbed the club from its hands.

"Catch!"

The figure of the Hulk swooped in. He grabbed the club, and smashed it into the shins of the frost giants. It gave a pained roar. The Black Widow did a forward roll. She aimed a stunning shock at them. The frost giants remained on their feet, but rather winded. The two spiders ran in and a tandem webbing attack pulled some boulders onto the creatures.

The frost giants grunted, as they were down, but not out. Hulk jumped high into the air for the attack. They might have been bigger, but he was stronger. A huge fist whirled in the air and smashed into the chest of his adversary. A loud crack echoed. Hulk continued smash.

A hyper intensity plasma blast shot through the air and burned the frost giant. Spider-Man swung around, and webbed the feet together.

"Yeah give us the easy assignment, "said Spider-Man. He dodged the brutal and violent swings of his enemies. Black Widow sent her Widow's sting and shot them down.

Gwen retracted her spider's legs on her armor and scaled up the frost giant. This allowed Hulk to roll, and take the legs out from underneath his attackers. Spider-Man was given a boost and webbed the hands of the frost giant to his own head. Hulk rushed forward, and smashed his attacker down.

"Keep 'em coming, I can deal with this all day," said Hulk.

"Remember the plan, we need to seal them off from helping Loki!" called Black Widow.

"Yeah, I know," growled Hulk. He picked up a huge chunk of rock and hurled it.

The creatures continued to go down in a heap. They lumbered forward. Hulk smashed the large toe with the frost giant's old club. It yelped in absolute agony. Black Widow took out the attacker with fury. Spider-Man and Iron Spider contributed much to the attacks. The frost giants were now on the retreat, and things appeared to be much better.

"Keep it up, they're faltering!" yelled Black Widow.

"Unless they've just called for reinforcements," said Gwen, looking up to assess the situation.

Time appeared to stand still. Spider-Man grabbed her out of the way when his spider sense went off. He took the hit. Angered, Gwen blasted the frost giant in his face. The beast staggered, as Hulk swung for the fences. His large green fist nailed his enemy in the face.

"Are you alright?" asked Gwen, bending down to help her boyfriend up.

"Not seeing double vision, that's always a good sign," said Spider-Man.

"I have this thick armor, yet you still jump in," said Gwen, but she smiled in spite of herself. "Always the hero."

"Force of habit," said Spider-Man with a smile underneath his mask. They swung off to the side in tandem. They did another attack, and the frost giant remained on its feet. Not for long, as Black Widow and Hulk swooped in to fight it off.

"They're numbers are getting cut down!" yelled Black Widow. "Cap's plan is going to work."

"Good, I was going to turn grey waiting," said Hulk. He smashed more rocks and a huge tree into the frost giants.

"Didn't you start grey?" asked Spider-Man and Hulk looked at him.

"Yes," growled Hulk. He ran forward, and smashed through two of the remaining giants. They toppled like heavy trees.

"Dozens down, about one or two more to go," said Spider-Man.

"Betcha they're the biggest and meanest," said Gwen, struck with sudden inspiration. "I don't even think Hulk here could take them."

Immediately, Hulk turned around.

"Really?" asked Hulk as he growled at the challenge.

"Yeah, they're too much for you, big guy," said Spider-Man, patting the Hulk on the arm condescendingly. "But hey, there had to be something stronger than you eventually."

"We'll see about that!" growled the Hulk.

In a flash, the big guy was in the air. A roundhouse rock knocked one of the remaining frost giants in the face. The giant staggered around, dazed. His partner found itself in an equal predicament. Hulk rolled around on the ground, and took out his enemy. The giant crashed onto the ground.

The Hulk turned around, and dusted off of his hands.

"Effective," summarized Black Widow, as she moved in. "But we still got a lot of work to do. That's only half of the battle. The war's continued. Iron Man and Thor might not have made it through the throne room."

"And that leaves Quicksilver, Scarlet Witch, Captain America, and Hawkeye to play tag with the Asgardian Army," said Gwen.

"Just keep moving, we'll join them," said Spider-Man.

The group scrambled forward. The fallen frost giants were proof of the victory. Granted, the Hulk did most of the work. It was a set them up, and knock them down type thing. Now the entire group closed in for the kill.

' _Well, not going to be easy, never thought it would be easy,'_ thought Spider-Man. _'I just can imagine how angry this Loki guy will get when we took out his beloved army. But he was going to zap us anyway, so what more can he do to us?"_

* * *

The Asgard Army camped out. Most of them only joined out of duty, and some out of fear. Loki held all of the cards at that point. He held in his hands the Odin Force. That added to his own powers, and it lead to a rather deadly combination.

"A quiet night now that the invaders have been driven out."

"I wouldn't be so sure about that. They got driven out. Not driven into the ground, and until that moment, we've got to remain on our toes."

A bright purple light appeared in the air and landed on the fire. Suddenly sparks flew out in every direction. It caused the army to stagger around.

A green blur shot out, and knocked them down. More arrows were liberated, and Hawkeye stood up to face them.

"It's the archer!" yelled one of the guards.

"Isn't it nice that I've been recognized already?" asked Hawkeye.

Scarlet Witch sent a blast and caused the spears to be broken. One of the warriors snuck up on her and slipped a net over the top of her.

Hawkeye moved in, confused, as he shot arrow after arrow at the attackers. "All of that great power, and a net is the thing that slows you down? Well that's just something, isn't it?"

Captain America hurled his shield. One of his enemies ducked and laughed. That was the last thing he did before the shield bonked him in the back of the head. It returned to the hand of Captain America.

"Everyone divide their forces," said Captain America. Quicksilver freed his sister, and darted in front of the attackers, disarming them.

Out of nowhere a rope wrapped around his legs binding them and he staggered, before he fell into the dirt.

"Just, can everyone calm down and stop embarrassing me?" asked Hawkeye, but he was tackled to the ground. Hawkeye rolled out. A rapid fire delivery of arrows shot through the air.

The attackers found themselves staggered out. The intense sounds of battle continued. The Hulk rushed into the attack, and took out his enemies. The other three joined, making the battle.

"So the Frost Giants actually were taken care of!" called Hawkeye.

"No, we just stopped by to make you sweat it out a little bit more," said Spider-Man, reloading his web shooters. He ran up the flying debris, and aimed a punch. His enemy blocked it, but Spider-Man used his agility to reverse the momentum.

Several blasts echoed, and the water beneath one of the larger more violent enemies was electrified. The voltage was not lethal, but it would put out the enemy immediately. He staggered around, as Black Widow took out another enemy with good old fashioned fist a cuffs.

"Keep alive everyone, we just need to keep on this flank," said Captain America. A shield smash knocked more enemies out of the way.

"Keep alive, good plan, really good one," commented Hawkeye.

"I was just thinking the same thing," agreed Spider-Man.

"Yeah, me too," contributed Gwen.

"Well duh, that's kind of the idea," said Quicksilver, but he disarmed another attacker. A super speed trip sent him flying down to the ground.

Hulk clapped his hands, and a sonic blast caused everyone, both allies and enemies to stagger back. Although he managed to direct most of the force towards his enemies, it still caused the ears to ring.

"Yeah, be careful before you play patty cake again," said Spider-Man, shaking his head from side to side.

"Do you have an off switch?" growled Hulk as he raised his hand, but Spider-Man ran up the Hulk and used his bulk to propel himself into the attackers.

"Really?" asked Spider-Man, dodging a net attack. "That's not about to work on me."

Scarlet Witch sent a blast and the net flew back at the attacker and several individuals nearby. The attackers struggled all gift wrapped. A blast of webbing further sealed them up.

"They're retreating!"

"Keep it up, don't let them call for reinforcements!" yelled Captain America. "Is it really worth it, to protect Loki?"

"Loki will destroy us!" yelled one of the warriors.

"But, you're supposed to be the brave and valiant warriors of Asgard," said Spider-Man, rolling underneath an attack.

"Maybe you've got them confused with someone else," said Gwen. "It's not brave or valiant to just stand down and let a tyrant walk over you."

"Yes, the bravest thing to do would be to just stand down and allow us to take back Asgard," said Captain America.

"So what's it going to be?" asked Hulk.

Most of the warriors, realizing they have fallen, stood down. All except one, there was always one bold warrior. He rushed forward and got about three feet in for the attack. Seconds later, Hulk's large fist nailed his enemy straight to the face.

"So now we've got this done, it's straight to the top for here," said Hawkeye.

"Hopefully without the curb stomping this time," said Spider-Man, bracing himself.

"Stay strong, and hopeful, that we're going to triumph," said Captain America. "True heart and courage always triumphs over that of tyrants any day. You've all done well; I just need you to all go a little further to win the day."

The entire team felt encouraged at those rousing words from Captain America. The hero who had won many great battles looked to lead this team of rag-tag misfits to one more battle. He would not let them or himself down.

He was not fighting for America, not this time. For this brief moment in time, he was a citizen of the world.

* * *

In the throne room, Iron Man and Thor crept around. Silence ranged as they saw Loki with his back turned as he peered out the window. The Prince of Thunder moved towards the usurper, and swung. A field appeared behind Loki, and the hammer smashed back. The force was repelled, and Thor flew down to the ground.

"Predictable as always," said Loki, the smug expression fixed on his face. "You couldn't just leave, or beg for mercy. No, the son of Odin wouldn't put his ego to check for one day. You have an ego bigger than the combined mass of the nine realms, Thor."

Thor tried to attack Loki again, but he was blasted back.

"Again and again, you try the same game," said Loki. "You and that hammer of yours have much in common. Neither are subtle, and both have the same intelligence."

Iron Man tried for an assault to the side while Loki was talking. The attack nearly caught Loki off guard. Then he blasted the armored avenger away.

"Last time you fought someone with mystical abilities, it didn't end well for you?" asked Loki, waving his hand as he turned Iron Man's arm. "Let's see if it ends better for you now."

Iron Man flew halfway across the throne room and smashed into a wall. Thor rushed Loki, but his half-brother blasted him down. Loki held his staff and nailed Thor with a huge blast. The Prince of Thunder slid to the ground on his back, as Loki stood over him.

"We do this game again, and again. I don't know if you considered this fact, but the last time we fought, I allowed you to win."

Loki smashed a large piece of wood over Thor's back. Iron Man tried to lift his arm, but Loki pushed him on the ground.

"We do this so many times, and you were able to get the better of our fights when we were growing up," said Loki. "But I was weak then, not knowing of what I truly am. Not knowing the pack of lies Odin told me, and he would have told the same to you. Yet, you followed him with fanatical loyalty, so you could indulge your ego!"

"My father treated you as a son!" yelled Thor, but Loki forced him down by the hair.

"You continue to speak his lies!" growled Loki, but the front doors of the palace broke open.

The other eight individuals arrived at that moment.

"Impossible, my armies should have squashed you!" howled Loki at the top of his lungs.

"Yeah, about that, didn't quite go as it planned, didn't it, Lokes?" asked Spider-Man.

"Attack Loki!" yelled Captain America.

Scarlet Witch sent a hex bolt, but Loki deflected it with his superior skill. The Hulk rushed in. He dodged around, and Loki nailed the Hulk hard in the ribs. Quicksilver moved in with super speed. Loki was much quicker, and he tripped up Quicksilver. Black Widow and Scarlet Witch were taken out. Gwen and Spider-Man took a fall.

"How quaint," said Loki in an amused tone of voice, before he chuckled. "You Midgard peasants actually think you have a shot at…."

A clump of webbing managed to catch Loki in the mouth. Incensed, he ripped it off, and Thor tried to move in. Loki bashed Thor back, and nailed Spider-Man.

"ENOUGH!"

All ten heroes were immobilized in fields. Loki looked beyond all reasoning, completely and utterly mad.

"If you want a job done right, then do it yourself," said Loki, grinning sadistically.

"I can't move," breathed Spider-Man.

"And soon I'll shut your mouth," said Loki as he looked at Spider-Man. "Permanently. It's time for you avenging heroes to be disassembled."

The sadistic laughter of Loki reigned out, as they struggled to free themselves for their containment.

**To Be Continued in Assembled Part Three.**


	109. Assembled Part Three

**Chapter 109: Assembled Part Three.**

Loki's laughter continued echo with devious fury. The entire group was before the devious mastermind. To say that they were completely helpless would be grossly understating the situation. Spider-Man, Iron Spider, Captain America, Hulk, Thor, Iron Man, Black Widow, Hawkeye, Quicksilver, and Scarlet Witch all found themselves put in place and contained by their enemy.

More laughter echoed in the ears of all of the captive heroes, as Loki looked at them like an overlarge cat stalking it's pray. The staff was clutched firmly within his hand. There appeared to be no way out, despite the valiant attempts for them to break free. The trickster watched them, grinning and malicious.

"You haven't won yet!" yelled Captain America, trying to force his way yet through sheer force of will. "As long as there is a breath still in us, you like all tyrants will realize…"

Loki just chuckled, and turned to analyze his spell work to make sure all were fastened in place.

"How many times have you had to say those words in your life? I'm sure they worked wonders on Midgard. Weak fools bedazzled by your brilliant words, Captain America. Yet, those words just merely bore me. I know they are just merely an attempt to save face. To try and ensure you will not be crushed underneath my foot…"

"This is madness!" yelled Thor. "What do you hope to gain?"

"Your utter humiliation," said Loki in a crisp tone that dripped with pure venom.

Loki darted forward. He stood face to face with his bound brother. Malice filled his eyes and the smile continued to grow as his triumph sunk in.

"As I told you, your arrogance would always be your undoing. You thought you had the answers. It was easy to play you. I lured you away from Asgard with my two puppets. The moment you exited this realm, I could move in and take control. Those who did support you amused me. I kept them alive, but immobilized with just enough capacity to think about their utter failure."

Loki took a deep breath.

"Enough talk," said Loki. "Talk merely bores me. I'm more concerned with actions and results."

"For talking boring someone, you sure do indulge in a lot of it," commented Spider-Man.

Loki just stopped and laughed for a moment, before he continued.

"I was wondering when you'd make yourself heard again with your irrevalant opinion," said Loki. His gaze fixed upon Spider-Man. "It is all too fitting that you present yourself before me. As bold as always, for it was your coming to be that set the ball rolling for a chain of events that lead to my ascension, child of the web."

Spider-Man's confusion was obvious even through his masked face. Loki gave a long chuckle.

"Are you going to tell us or not?" demanded Hulk.

"Be patient ogre, and I shall indulge you with a tale," said Loki, taking grand amusement in the Hulk's growing agitation. Even the power of the Hulk did not match up to the Odin Force. "That spider that gave you your powers, well someone had to let it out of its cage. Now didn't it?"

"What?" asked Gwen with a gasp. "It was…"

"Naturally," said Loki laughing. "Of course, I have no idea how you survived. But in some way I'm glad you did. Your childish and often impulsive actions caused many key events that played into my hand. You might hide behind a mask of bravado Spider-Man, but you are a bullied child. Trying to make a mark on a world that hates and fears you, and it would disgust me thus, well it would if it would not amuse me."

Loki's malicious laughter continued to cut into their ears.

' _So, he's responsible for everything, all of the death, all of the hardships,'_ thought Spider-Man.

"So that's it," said Hawkeye. "You're just trying to talk us to death. Or at least put us to sleep."

Once again, Loki looked amused, before he waved his hand.

"I would like to show you a little preview of something to come. It's the end of Midgard as we know it."

An image of Earth as a wasteland, completely ravaged with no life was reflected before the group. Spider-Man in particular looked dismayed and depressed. There was something about the images that looked familiar. His mind drew a rather distinct blank.

It deeply unsettled him. It was almost like it was a situation he experienced before, yet his memories were repressed. The most disturbing element was the joy Loki experienced from this potential result.

"You've gone too far this time!" yelled Thor. "The power, it's driven you completely and utterly mad!"

One could cut the tension with a knife, as there was an eerie silence before Loki spoke up.

"Mad am I?" asked Loki in a quiet voice. "That's only in your narrow minded opinion. Some might call what I do mad, but others might call what I do inevitable. I have great power, and as Odin continues to snore away, I will take control of the nine realms. Asgard is mine, Midgard will burn, and the others will soon be mine."

He paused, and continued to Thor in a deadly whisper, "And there's nothing you can do about it, Thor."

Thor grunted and tried to pull himself loose. Loki turned around to continue the countdown to the end of everything, but a voice caught his attention once more.

"You know, you're pathetic despite that power."

Loki turned around. There was no question who would be brazen enough to challenge him, even after all of this time. Loki walked over and saw Spider-Man.

"Pathetic, am I?" asked Loki.

"Did I stutter?" asked Spider-Man with a smirk on his face underneath his mask. "Maybe you should get a hearing aid. I mean how old are you? Sure you might look like you're young, but the years have to be taking a toll on you. This elaborate plan to get back at your brother, and burn all of Earth. Why, was it because you didn't get enough hugs as a child?"

"SILENCE!" yelled Loki.

"Yeah, I think he's steamed," said Iron Man.

"No, I think it's because things don't go his way," said Hawkeye. "I mean that plan, it was sloppy. And he couldn't beat us straight up. He had to hide behind an army and cheap shot us."

"I suppose I shouldn't have suspected any differently," inputted Thor.

"Indeed, he just proves that he's a tyrant," said Captain America.

"Not to mention an overgrown baby," added Hulk.

"You don't dare mock me!" yelled Loki.

"No, you do a pretty good job of doing that yourself," added Gwen.

"He really does," inputted Scarlet Witch.

Loki clutched his staff and gritted his teeth. He tried to block out the taunts. He refused to let them heckle him like some Midgard thug.

"Yeah, with that outfit and everything," added Quicksilver. "Sure, I'm not one to talk, but seriously that's pretty bad. But who leaves the house wearing something like that? Talk about a fashion nightmare."

"Yeah, that's bad," said Spider-Man. "Then again; I hope his ruling skills are better than how well he dressed himself. Plus, I doubt he could beat any of us straight up one on one. He had to lock Thor out when his back is turned like a twerp."

Loki took a deep breath and smirked.

"Am I getting to you, Loki?" asked Spider-Man. "And for your information, your little spider plan kind of stunk. You just gave powers to the one person that can beat you. The head gear must be on a little too tight. Street thugs actually fought me straight up. Yet you have to trap me in a force field. But what could I expect from someone like you? You have no style."

"I command you to be silent!" yelled Loki.

"Am I getting to you, Lokes?" asked Spider-Man. "Come on you know the phrase, sticks and stones may break my bones, but names will never hurt. Why don't you follow that advice? Of course, you can prove me wrong, but I doubt you have the guts."

Loki snapped his fingers, and Spider-Man was roughly but decisively freed from his containment. The moment he was free, Loki tried to incinerate him with a blast.

The web slinger jumped out of the way.

"Not a bad first try!" called Spider-Man.

"Insolent pest, I'll handle you myself!" growled Loki.

Spider-Man used his acrobatic skills to dodge the attacks. Loki tried to blast him again and again. Again and again, Spider-Man danced around. The trickster's attacks continued to get more frantic. Spider-Man dodged, weaved, and pivoted. A near miss, as the group watched closely. A shot of webbing was sliced by one attack. The web slinger ran up the walls.

"Come on, is that the best you got?" asked Spider-Man. "Can't hit a moving target a point blank range."

Light blasted through the air and Spider-Man flung himself down. He danced in front of the immobilized heroes.

"I can't believe they were following someone as pathetic as you," commented Spider-Man, waving his arms back and forth. He twisted his hands and shot out a shield of webbing, blocking the attacks. "I'm sure that wasn't a reflection. What did you offer them Loki? Free dental?"

"Does your mouth ever stop moving?" demanded Loki.

"Only when I get tired," retorted Spider-Man, waving his hands around. "Come on, a little to the right, a little to the left, almost got it! Oh so close, yet so far, here have some webbing."

Loki deflected the webbing and lost his temper, causing the shields immobilizing the heroes to break.

' _Yeah I was hoping that would work,'_ thought Spider-Man. _'Didn't know how much longer I could keep up that little song and dance routine.'_

Thor charged over with a mighty bellow and swung for the fences. This time Loki found himself thrown off of his feet. Captain America engaged Loki hand to hand. He managed to back off the trickster.

"No, it's under control!" yelled Loki blasting an attack at Captain America. "I'm going to rule all, you can't stop me…"

Hulk rushed over and nailed Loki hard in the face with a punch.

"You talk too much," growled Hulk, cracking his knuckles. Loki held his hands, laughing madly.

"That doesn't sound good," said Hawkeye.

"Aye, Loki has tapped into more of the Odin Force," said Thor. "He's not ready to channel that kind of power, it could be disastrous."

"How disastrous are we talking about?" asked Iron Man and Thor thought about it.

"Let us just say that it would not be something that…you wouldn't wish to deal with."

Quicksilver tried to get a shot, but Loki blasted him. Iron Man sent a series of blasts, distracting him for a Thor attack, but Loki blocked it with ease. The two struggled back and forth.

"Loki listen to me!" yelled Thor. "The kind of power you're tapping into it, it's stripping away your sanity, you must…"

Thor found himself smashed in the face. Loki looked positively sadistic, as he turned to the heroes. Malevolent energy swirled around him as his eyes glowed and the air crackled around him.

"My days of listening to lesser beings have ceased!"

Loki cracked his knuckles and threw them all back.

"Yes, I feel the power that should be mine by divine right!" howled Loki. "Time after time, you have tried to hold me down! But I have prospered today, and now I grow more powerful than all of you heroes combined!"

Thor moved over to engage Loki. A titanic struggle occurred high above them, as Iron Man watched them.

"So, it's do or die time," said Iron Man in a pained voice.

"Yes, I would say so," said Spider-Man.

"I've got a plan," said Captain America. "It is a long shot, but it is our only shot. One last ditch attempt to take Loki down."

"Well, don't leave us in suspense," said Hawkeye.

Captain America waved them over. Thor and Loki continued their battle around them as the star spangled super hero briefed them on his idea. All of them listened intently. None of them questioned it, mostly because they feared what could happen if it did not work. It took a couple of minutes.

"I don't know how much longer I can keep this up!" yelled Thor. "Find a way to save yourselves…"

"Okay, Loki called us avenging heroes," said Iron Man. "I guess that would make us the Avengers."

Everyone nodded slowly, not getting what Iron Man was driving at. He paused, before he said two simple words.

"Avengers Assemble."

Loki nailed Thor hard with both fists and he crashed to the ground. Loud laughter rang out, great mirth echoed in the actions of the victor of that battle.

"I understand now why you have used brute force," commented the Trickster. "It feels good, it feels wonderful to bring an enemy down to his knees. With own sheer power, and causing him to grovel on his knees. Are you going to grovel before me? Will your foolish pride allow you to plead for mercy?"

Thor punched Loki hard in response and they continued to struggle, neither giving the other any room to move.

"Never, I will never give you the satisfaction, villain," grunted Thor, so Loki whipped him back by the hair. Thor bounced back and the Titanic struggle continued. Neither would back down.

"Son of Odin, you will kneel before me!" yelled Loki, completely and utterly beyond reason, and he forced Thor down to the ground.

Black Widow sprung up and shot a pulse of electricity in his face. Loki staggered and Hawkeye blasted a barrage of arrows. Loki deflected them with his powers. This distraction allowed Hulk to move in. Large green arms wrapped around the waist of Loki, with the monster trying to squeeze the breath out of Loki.

"Let go of me!" demanded Loki, putting his arms on Hulk's, before firing him back.

The second Hulk let go, a hex bolt caught him in the chest. Scarlet Witch set up for an attack from Quicksilver. Quicksilver rammed him at super speed into the shield of Captain America. A series of shots nailed him. Webbing wrapped around in, but Loki ripped out. He staggered around, blasting with lethal intents at his enemies. They all avoided each and every assault.

Loki kept up his attacks, but Iron Man dove in to engage him. Sonic blasts shot through the air and cracked Loki hard. The trickster staggered from the attack, and dropped to his knees. Instead of yielding, he just looked up like a mad dog and laughed.

"That doesn't sound good," said Iron Man.

Energy swirled over Loki's head. The Trickster bobbed his head back and forth. He turned to face them, and with a huge energy blast sent the entire team of Avengers scattering. A grin appeared on his face, as he caused the ground to shake underneath him.

"Did you really think it would be that simple? Did you really think it would be that clean? Did you really think I would be that easily defeated?"

Loki waved his hand, and a huge concussive blast echoed through the air. The entire group writhed on the ground at the mercy of the powerful trickster. The power grew with him by each and every moment. Thor rushed forward, and charged Loki.

"This madness ends now!" yelled Thor, struggling against his enemy.

"Madness, or genius?" asked Loki, also struggling.

Loki smacked Thor down to the ground. Thor rolled over, dazed. Tapping into the Odin Force, Loki pummeled Thor with a series of rapid fire shots. The other team members tried to get up, but Loki had locked him out. It was between him and Thor, just the way he intended. Loki prepared to savagely beat Thor, but the Prince of Thunder had one more trick up his sleeve.

Loki's arm was twisted around. Thor popped up and cracked Loki hard with all of his might.

"Mjolnir, I need your might!" called Thor, swinging the hammer around to gain moment. He flew forward, smashing it with all of his might at Loki.

A loud clang echoed, but Loki remained on his feet, completely surrounded by the light.

"Not even one scratch," said Loki. "An admirable attempt but….it was just an attempt. Such an attempt can be done just as easily by a child or a fool. Then again you are both, Thor."

Loki had Thor down on his knees, forced down. A grimace appeared on the Thunder God's face.

"That's a good look for you, Thor," taunted Loki. "So shall you have any final words."

Thor tried to push out, but was back handed back once again. Loki held his staff, preparing to deliver a killing blow, but webbing latched around it. The Trickster staggered, and Spider-Man lowered himself down to face Loki. Laughter rang out, as Loki just regarded him with mild amusement.

"Really, I've grown tired of you," said Loki, raising a hand in the air. He aimed at Spider-Man, but the attack just cut through the air.

Spider-Man's eyes averted over to the side, where he saw Odin immobilized.

' _I wonder,"_ thought Spider-Man.

"How much power have you tapped into?" asked Spider-Man. "And you still can't get one clear shot."

"Do not taunt me," said Loki, intent on turning Spider-Man into his namesake so he could squash him.

"Why, is it because the fairy princess of Asgard can't take it?"

"Again, do not mock me!" shouted Loki, eyes bulging out in rage, allowing Captain America, Hulk, Black Widow, and Quicksilver all to move in from one side. They all tried a tandem attack, and actually succeeded in setting up Loki for another attack from Iron Man.

"We must find some way to break him from the Odin Force," gasped Thor, joining his teammates in battle. A wild swing and Loki was backed off, but he nailed Thor back.

Spider-Man dodged underneath the attack and swung his fist, managing to get one good punch off of Loki. It did not harm him physically, but the blow on his ego was more than enough to send the trickster into a rage.

"You dare touch me!" yelled Loki.

"Yeah, well I just did," said Spider-Man dodging the debris being blasted at him. Several energy attacks backed Loki off, but despite the odds, he pushed back again and again.

Spider-Man once again rushed in and clipped Loki with an elbow to side of the head. Every time Spider-Man edged closer to Loki, he got more and more incensed, and his power broke. Scarlet Witch aimed an attack at Loki, but he repelled it back at her.

Hulk rushed over and with a huge swinging fist knocked Loki back into the wall. Loki bounced up, and forced Hulk to his knees, savage brutality on his face. Gwen caught him with electrified webbing, but he broke out.

"Not going to…beat me," said Loki, as he caught the arrow Hawkeye shot at him. "And what is that supposed to do?"

"This," said Hawkeye, clicking the detonator, and a large explosion sent Loki flying headfirst into the wall.

Loki bounced back up. The devious villain was down, but not out. The entire group surrounded him, but he waved his hand off to the side. A wave of energy shot around them, and immobilized them once again. Spider-Man slid underneath the attack, managing to avoid getting grabbed.

"Excellent, I wished to deal with you personally," said Loki.

"And you talk about Thor having an ego," said Spider-Man, without backing down. "Ever take a good long look in the mirror yourself?"

Spider-Man dodged the attack, and pivoted on his foot. His eyes widened as Loki continued to move perilously closer.

' _Almost there.'_

"Then again that's a face that could break mirrors."

Another movement and Loki's energy attack struck the sleeping form of Odin. Loki was blasted back, and Odin stirred awake at that point.

"Look what you made me do!" howled Loki at the top of his lungs.

"What I made you do?" asked Spider-Man. "That was all on you and your temper tantrum, Lokes."

"He may awake, but I shall have my vengeance!" yelled Loki.

Before Loki could attack, Thor broke free. The two brothers crashed down through the wall. The two flew down outside of the throne room wall down to the ground below with a thud. Neither had been injured, but Loki was up first. Energy swirled through the air.

"It's beautiful isn't it, "breathed Loki. "It's always the most beautiful before the end. And that's what you're going to see Thor, the end!"

"Not if I can help it!" bellowed Thor, the two continuing to clash.

"But you can't help it, can't you see," said Loki, reaching forward and grabbing Thor around the throat. "This is my paradise! I'm going to win this day, and nothing you can do can stop it!"

"I don't have to stop it my brother, I just have to stall it!" challenged Thor.

A loud rumbling force echoed throughout the entire realm for all to hear.

"LOKI!"

These words distracted the Trickster distracted, and Thor smacked Loki back. Immediately, Odin showed up before Loki and needless to say the old man was pissed beyond all belief.

"You can't even stop me!" yelled Loki, but Odin blocked his attack, before ripping the Odin Force back.

Loki essentially suffered the mystical equivalent of a violent curb stomping.

"You were saying, Loki?" asked Odin, before he held him down to his knees. "Another treasonous attempt for Agard, and you have been defeated. Just take your loss with humility."

"NEVER!" howled Loki, but at that point, the Avengers surrounded Loki.

"I'd listen to his warnings if I were you," said Iron Man, pointing his arms at Loki.

"Or don't, we can just knock you around a little bit more," said Hawkeye. "So what's it going to be?"

Loki tried to attack them all, but Spider-Man rolled out from underneath the attack. He rushed Loki and knocked him back. Thor joined the fray, and knocked Loki down with a hard swing. Loki staggered down to the ground, but Odin remained over the defeated trickster.

"Do you know the consequences of your actions?" questioned Odin. "Time and time again, you have tried to seize control that you are not ready for. And this time, you have taken it one step too far. Your near destruction of Midgard was even something that I cannot turn a blind eye to."

Loki scoffed immediately.

"You trying to be the better person in this matter amuses me greatly," said Loki. "The fact of the matter is you have looked at Midgard with mere indifference. Most have, it is the least of the nine realms. I was merely doing some pruning of the weeds…"

"Enough!" bellowed Odin. "All life is precious, regardless of what it is. And you have broken many laws of Asgard with your attempts here. The near genocide of an entire realm was merely the icing on the cake. So therefore, I decree that you are hence forth banished to a fate fitting of your crimes. I do hope that one day you will learn the folly of your actions, for your sake."

Loki opened his mouth to protest, but Odin had none of it. Odin blasted Loki hard in the chest. He vanished, being sucked away from that plane.

Back to full power, the fabled and intimidating ruler of Asgard turned to face his son, who inclined his head respectively.

"Thor, your actions were irrational and foolhardy," lectured Odin. "And yet, for it were not those same actions, life everywhere would have perished. So I do thank you for what you have done and for freeing me from the prison Loki placed me in."

Thor remained calm as he soaked in his father's respect.

"I wish I could claim full credit for your reawakening," said Thor. "Yet, I had much help, and I could have been destroyed. The real credit of this victory goes to the Avengers, but a particular thanks should be bequeathed to Spider-Man."

Spider-Man looked up, opening his mouth to protest.

"It is true," agreed Captain America. "If it was not for Spider-Man, Loki would have won. He managed to use his greatest asset to get Loki to release him, and he played off of Loki's ego to win the day."

"Yeah, as much as I hate to admit it, he managed to push all of the buttons," said Quicksilver.

"It was a good tactic," said Black Widow in a quiet voice.

"Yeah if it wasn't for Spider-Man, I would found out what it feels like to be turned into a tin can," said Iron Man.

There were more words of thanks.

"Now, wait, you all played your parts," said Spider-Man, managing to talk over them. "I think…yeah I think you guys all did well. Good for all of you, it really was an honor fighting alongside all of you and…well I'm not much of a team player."

"Maybe not, but each one of us played a part today," said Captain America.

"Well we needed a leader to devise a play," said Spider-Man. "And that man was you, Cap."

"I can't take all of the credit, a plan is well and good most of the time," lectured Captain America. "However, the ability to improvise and think quickly on your feet in the face of adversity is what makes a true hero."

Spider-Man smiled, as Gwen placed her arms around him. Odin just surveyed the entire group.

"I do see before me a strange collection of people from different backgrounds, and purposes, but yet one cannot argue with the results. You have the thanks of all of Asgard. As those who Loki has imprisoned have been restored, I give you my thanks, and return you back to your realm, which is now intact. Farewell Avengers, may fortune favor you."

A light engulfed the group, except for Thor, and they had been returned to New York City in the mid of nowhere. They took a few minutes to compose themselves, before Hawkeye and Black Widow exchanged a look.

"I'd imagine Fury wants a briefing about what just happened," said Hawkeye.

"Yes, that is standard protocol," agreed Black Widow, but no sooner had they said anything, as the transport vehicles touched down on the ground.

Both parties made their way into the transport vehicles, and said vehicles transported them up to the Hellicarrier where Nick Fury would be waiting for them to get a full scope on the events that had just transpired.

* * *

"So that's what happened, Director Fury."

Fury surveyed the entire group with his eye.

' _For some reason, I'm more intimidated now than when I got sent to the Principal's office,'_ thought Spider-Man, waiting for the assessment of the situation.

"The good news is the world was saved," summarized Fury in a gruff voice. "The bad news is based off of the report I got, the collateral damage was through the roof. This entire team could have gotten themselves killed, and the entire situation would have been fucked up beyond all recognition. So you should consider yourselves lucky, all of you."

Every just nodded up and down to signify their understanding.

"But, despite all of that, you have potential," said Fury. "Raw and unrefined potential, but potential is potential. You Avengers, I do hope that we never have a need for you. But I know better that hope for such a thing to happen. You all may be on call if I need you, and you better believe I'll need you. Perhaps there will be a time for the Avengers to assemble again."

"Yeah, I'm sure there will be a time," agreed Iron Man. "And if that time comes by, and then we'll be ready."

Everyone nodded, except for the Hulk who just cracked his knuckles.

"You don't even know what ready is," said Fury gruffly. He walked up and down the Hellicarrier, checking the reports. "Everything is clear. You're dismissed. I don't need you sticking around here."

Knowing a dismissal when they saw one, everyone went their separate ways. It was way past dark now. Gwen and Peter swung their way home.

"Hard to believe that today began with us chasing down Shocker," said Gwen, after breaking the long silence.

Spider-Man recalling how the day started out so simple.

"Yeah I know tell me about it," said Spider-Man as they swung across the city. "And it ended us going on some mystical journey, but hey the world is saved."

Gwen just smiled. That had to be worth something in the end after all. The two made their way home, and changed into their civilian attire. The two sat down, basking in a job well done, with many adventures to come in the world a day. They exchanged a long kiss, before moving off to fix dinner. It was a long day, and some well-deserved downtime was needed.

They both fell asleep on the couch after a late dinner, arms around each other. There was only a hazy thought of what might have happened to Loki after Odin banished him.

* * *

Sweat rolled down Loki's face, as he squirmed and then screamed. He cursed the day that he had thought to bring Thor back to Asgard just to humiliate him. If it wasn't for Thor, then Spider-Man would not be there. And if it wasn't for Spider-Man, he would have ruled over all.

And if Spider-Man had not tricked him into freeing Odin, he would not be in for this situation. Loki squirmed as a large serpent held him in place. A tongue slithered under his eyelid, as he shrieked in absolute agony. No matter what he was caught between a rock and a hard spot.

One day he would get free, and one day he would gain his revenge on them all. Of course, at this moment Loki struggled against the grip of his serpent jailer. He mentally swore revenge on Thor, Odin, Spider-Man, and the rest of those Avengers.

**Coming Up Next The Xavier Institute is attacked by a mysterious female assailant who appears to resemble Wolverine. Spider-Man tries to assist the X-Men in capturing their attacker, but there is a deeper conspiracy involved. Join us in our next arc, "Distaff."**


	110. Distaff

**Chapter 110: Distaff.**

A dark haired girl with an angry look and claws dressed in black sat perched on a windowsill in a dark and depressing looking laboratory. It was only appropriate as the room around her fit the brooding mood the young girl was in. She resembled a girl of about thirteen or fourteen years old, but she had been created mere months ago by the sadistic manipulator.

She dropped down to the ground, at the sound of a new arrival. The sadistic manipulator stepped into the lab, with chalk white skin and jagged teeth, before he looked down at his target.

"You have your mission, X-23."

"Yes," said the girl in a rough voice. She popped her claws for emphasis.

Nathaniel Essex, or Mister Sinister as he was commonly dubbed, looked at one of his latest creations. It was not the one he was the most proud of, but she would do well for her intended purpose. She was just as powerful as the original Weapon X, but as an unassuming teenage girl, she would be the perfect agent to blend into the crowd. No one would suspect her of any malice, until it was much too late for anyone to do anything about it.

"Do you know what you must do?" asked Sinister in a rough voice, brushing his fingers through the girl's hair.

"I do," growled X-23 in a low voice, gritting her teeth with fury.

"Why don't you show me?" asked Sinister, before Sabretooth walked in with several dummies dressed up like various X-Men in his arms.

The dummies were set out. X-23's eyes narrowed, before the young mutant rushed forward. With a violent slash, she ripped dummies that resembled Cyclops, Phoenix, and Iceman to shreds. Shadowcat, Rogue, and Nightcrawler suffered a similar violent fate.

When she got to the dummy that resembled Wolverine, she utterly assaulted it. She stabbed her claws into it again and again, strangling it, ripping it to pieces.

"Yes, you remember the one responsible for what you are, Laura," said Sinister with a swift nod. "It's Wolverine, he ruined your life. I saved you. And what will you do to him?"

"I'll make him suffer," growled X-23, holding the decapitated dummy head in her hands, and crushed it in her hands. The claws stuck into the side of the temple, as it was ripped to pieces.

"Very good," said Sinister, patting the young girl on the head in a faux fatherly manner. "You have your mission. Get inside the Xavier Institute, and annihilate the X-Men. It was Wolverine and Charles Xavier who did this to you. They tortured you for months, turned you into this monster."

"I know," said X-23, looking at the destroyed and shredded remains below her feet.

This training was fine, but she could hardly wait until she got a piece of the real team, especially the one responsible for this. Today was the day where she would be sent to gain her revenge on Wolverine.

She walked across the lab and moved to suit up. She pulled a face mask on to hide her identity. Doctor Essex had taken her in and found her. He had told her everything she needed to know about the man known as Wolverine. How she dreamed about ripping him to shreds. Sinister said she was far more dangerous and powerful than Wolverine could ever hope to be

Sinister and Sabretooth watched the young girl walk off. The large feral mutant waited until X-23 was out of earshot, before he asked the pressing question.

"Do you think that she'll get the job done?" asked Sabretooth.

Sinister responded with a long laugh.

"She'll do enough damage where you and the rest of the Marauders can pick up the pieces," said Sinister. "There will be a bloodbath in the Xavier Institute, and plenty new DNA to harvest. And you can have whatever remains of Wolverine, my friend."

Sabretooth growled, looking forward to settling the score with his long-time rival. It had been a grudge that he had wanted to settle for years, but it would finally pay off with dividends.

* * *

A loud thunderclap echoed through the air just outside of the Xavier Institute. Gwen and Peter made their way inside, as the winds kicked up and the storm got a bit more violent. They avoided the worst part of the rain, continuing to hasten their movements.

"Not fit out there anyone!" yelled Peter, and the door opened, with Kitty answering it.

Peter and Gwen made their way inside past the door and out of the rain. They were only slightly drenched.

"Yeah, no kidding, I was wondering if you two would make it in here without you getting blown away out there," said Kitty.

Gwen and Peter laughed, before Peter decided to respond.

"Believe me it was close, all too close out there. If we had left a few minutes later, we would have been blown all around. So good thing we left when we did."

"No kidding," said Gwen, shaking her head.

"So how are you two doing?" asked Kitty.

"Oh, we're doing well," said Gwen with a smile and a nod.

Kitty was not about to let that answer go by. She confronted her two friends.

"Yeah, you've been busy," said Kitty. "The Avengers thing, you've got to tell me about that."

"We figured that was coming," said Gwen with a shake of her head and she exchanged a look with Peter.

Gwen and Peter talked to Kitty about their adventure in Asgard, in detail. She listened absolutely captivated with every word and left for just a moment to bring them all sodas. The three sat down on the couch, as Bobby, Rogue, Kurt, Piotr, and Ororo all walked around the room. They gave greetings, but all of them appeared to be preoccupied by other things that were happening.

"I wish I was a part of that," said Kitty. "Just think, the two of you are going to be part of Earth's Mightiest Heroes or something like that."

"Whoa, settle down, Kitty," said Peter. "It's…well it's just a part time thing. After all, we're doing the spider type thing, and then we're starting ESU in three weeks. And everyone else is doing their own thing. We're only part time, reserve Avengers."

"Yeah we talked to Captain America and Iron Man about it," added Gwen. "And they both understood where we were in life, but if we can help out, we will. Granted, I know Fury will try to draft us in."

"Fury tries to draft everyone into everything, what's your point?" asked Logan showing up at this time. "That new Danger Room seems to be working nice and well, if you wanted to know."

"Thanks Logan, I'm sure you're taking it to new dangerous levels and making up for lost time," said Peter, trying to lighten the mood.

Logan just nodded gruffly, and he took a beer before popping it open with his claws. He took a long swig of it and reclined back to enjoy a nice cold one.

Jean, Hank, Scott, and Professor Xavier showed up at that instant to join the group. Xavier moved forward in his wheelchair.

"Ah, greetings you two," said Professor Xavier, when he noticed Peter and Gwen. "It is excellent to see that you two have gotten here safely."

"It was a close call," said Peter.

Xavier nodded. Jean turned to both of them with a smile.

"Are you two ready for your first semester at ESU?" asked Jean.

"We were born ready for it," said Peter. "Class load doesn't seem to be too much at first…"

"Yes, well it always starts soft," continued Gwen. "But when the going gets tough, we're ready to take care of it. We're fortunate enough to have our class schedules work out the same."

Professor Xavier surveyed them.

"It's an honor to see that the two of you are dedicating your future to this cause," said Xavier. "Perhaps if some see your dedication, others may follow. The MRD is being restructured, but relations are still frosty."

"One step at a time, Professor, one step at a time," said Peter.

"Yes, of course," agreed Xavier.

"It's too bad some won't exhibit the same patience that you are," said Scott in a tired voice. "But the Friends of Humanity are still around….and there will always be people like that around. It's getting to the point where they're only embarrassing themselves."

"What about the Brotherhood?" asked Gwen.

"Well their membership did get cut down," said Jean. "So I don't think that they'll be that much of a problem. And we've beaten them before."

"It's Mystique you should be worried about, not the thugs," inputted Logan. "She's still out there…"

"We'll get her Logan, don't worry," said Scott.

"I'm not worrying, just trying to get you to take her seriously," said Logan in a warning voice. "She could be anywhere, and anyone."

"But she's not here, right?" asked Kitty.

"No, I'd smell her," said Logan, gritting his teeth.

Rogue leaned in the background. She hoped to find Mystique and have a few words with her. After all Mystique put her through, and the fact she lied to her, revenge was high on the Southern Goth's mind.

"Something on your mind, Rogue?" asked Peter.

"No, just thinking about her," said Rogue. "She's out there…but it doesn't matter. We'll find her eventually."

Everyone nodded.

"So are any new students coming in soon?" asked Gwen.

"We have found some new mutant signatures, but not all decide to join the Institute despite the position always being opened," said Xavier. "Some have given it the consideration, but wish for more time to contemplate what they want to do with their life, but others took a rather aggressive stance with the fact they were mutants."

"Some of them do get very violent," inputted Ororo.

"Can't say I blame some of them, with all of the anti-mutant sentiment," added Bobby, cringing as he remembered all of them. "With the Friends of Humanity and…"

"Yeah, let's not talk about those guys," said Kitty, shuddering as she remembered what they had put mutant kind through.

"Nothing but a bunch of hot air, all of them," said Rogue. "It's like that fungus that won't go away."

Peter's ears perked up immediately, shaking his head as he felt a buzzing in his head.

"What is it?" asked Piotr.

"It's that spider sense isn't it?" said Logan, who now remained on alert. He sniffed around, but there were no scents that should not be there.

"It could be someone outside," suggested Kurt.

The entire group remained calm, and immediately deferred to Xavier. Xavier drew breath, before the bald telepath gazed at them.

"Everyone remain on their guard, I will use Cerebro to check to see if there are any mutant energy signatures," said Xavier.

Scott, Ororo, Hank, and Jean followed Xavier, with the rest of the X-Men remaining in the rooms.

Logan sniffed the air and caught something in the air.

"I'll go check outdoors, there's something here that shouldn't be," said Logan.

As if on cue, the lights on the Xavier Institute went out, and several gasps of surprise were heard.

"Stay calm!"

Peter looked around, trying to adjust to the dark.

' _If they cut the power, they also could have cut the security,'_ thought Peter, standing on edge. Gwen found a flashlight, and pointed it.

"Spider sense again," whispered Peter in her ear, and Gwen nodded.

Off in the hallway, the screams of Bobby could be heard, as there was a loud crash. Logan rushed in to check him. Bobby rolled over on the floor, clutching his ribs and he hacked madly.

"And I thought your Danger Room sessions were murder, there's someone…there's someone around here," rasped Bobby, before he blacked out from the pain.

"Just keep it together, kid," said Logan, popping his claws and moved around slowly. "That goes for all of you, there's someone here, that shouldn't be."

He lifted his head up and sniffed the air once and then twice. He caught some kind of masking agent.

"Masking their scent, whoever it is," growled Logan. "This way, all of you."

Gwen winced. She had left her Iron Spider Armor at home. She should have known there was a likelihood something would happen, but it was a lapse of judgment.

"Forgot my armor," whispered Gwen. "I can't believe I'm so stupid."

"Gwen, don't worry about it, we'll find a way out of this," said Peter.

The entire group continued their search for the mysterious man. Rogue screamed and she went down hard. She managed to put up a little fight, but her head was slumped against the wall.

"Two down, this is getting tense," breathed Kitty, not blinking.

"Just calm down," said Peter. There was no time for him to suit up as Spider-Man at the moment. In fact, it would likely leave him open for an attack, but he did slip his web shooters on.

"Whoever's doing this, he's around here somewhere," said Piotr.

"I'm not sure if it's a he," said Kurt, peaking over his shoulder every second. He teleported out of the way, as a curtain brushed against his tail.

They all stuck together. If one slipped behind, the mysterious assailant would be able to attack them.

* * *

Professor Xavier held Cerebro in his hands, after a failed attempt to use it. The power had been cut from the mansion, which made him rather worried, but he remained calm in the face of danger. For the sake of his students, he could not panic. Rather, he took a deep breath, and turned to Hank, Ororo, Jean, and Scott who stood before him, waiting for his assessment.

"See if you can get backup power back on," said Xavier quietly , turning his wheelchair around to face them, and Hank and Ororo nodded. Scott and Jean stayed with Xavier.

Ororo walked out, as Hank took a flashlight out of his toobox. The blue mutant moved around, and there was a loud pained grunt from above.

"That sounded like Kurt," breathed Ororo, but she held her hand out, moving in and she saw a dark shape in the hallway. "Halt…who are you?"

The figure jumped into the air, slashing down and ripped a section of the ceiling down. It dropped on the heads of Ororo and Hank. Rapid fire shots had taken out the other two mutants before they could regain their bearings.

"You're not the ones I want," growled the girl, before she made sure they were knocked out. "Where is he? Hiding behind everyone!"

She slipped into the shadows, seeing Jean and Scott enter the hallway. She sniffed in the air, and listened intently. X-23 tried to get a good feel of her enemies, before she moved into the attack.

"Just who's there?" demanded Scott.

In a flash, the girl moved in and ripped off Scott's visor. He could not close his eyes soon enough, and Jean moved over to find the girl who had attacked her boyfriend.

' _She moves quickly and I can't pick up any kind of thought pattern,'_ thought Jean, rubbing her temples. ' _Well a thought pattern, but it's wild and worse than Logan's. Yet it is so similar. I don't know what's happening with this girl, but she…'_

The girl rolled around on the ground. Jean put up a shield, and saw that the girl was masked. There was a bit of black hair coming out from beneath the mask. The girl moved around, and Jean followed her. Scott closed his eyes and staggered around.

"She's toying with us, whoever she is," said Scott, waving his head from side to side. He groped around the air.

From the rafters, the girl jumped down and stepped hard onto the top of the mutant leader's head. Jean turned around, and held the attacker into place. The attacker struggled, as Jean moved towards her.

"Let me go, "growled the girl in her most dangerous voice, slashing her claws towards the face of the telepath. Jean yanked off her mask.

"You're just a…young girl," said Jean in shock, letting out the breath she was holding in. "What do you want? You could have hurt someone."

"If I wanted to hurt you, you would be hurt," said X-23. "If I wanted to kill you, you'd be dead. I'm good like that. But it's not that you want to hurt and kill. But, you will be hurt and you could get killed if you don't…LET ME GO!"

X-23 broke out, before she grabbed Jean's hair and whipped her back into the wall. Jean tried to cushion the blow, but she had strength and speed beyond mostly everyone.

She caught a stray thought and sent a message of warning to Wolverine that this intruder was after him. That was before her face bounced against the wall, with a crack and Jean slumped down to the ground, eyes rolled into the back of the head. X-23 made sure she was out cold and would give her no surprises.

X-23 turned around, and saw Professor Xavier rolling towards her. She stiffened and went into pre-fight mode.

"Do not be alarmed, I can help you," said Xavier in a diplomatic and soothing tone of voice.

The dark haired girl gritted her teeth and popped her claws.

"I don't need the help, you do!"

X-23 aimed her claws towards Professor Xavier, damaging his wheelchair. He caught a minute to admire her speed. Xavier was pulled from the wheelchair, and thrown down to the ground.

She grabbed the sides of his neck, and knocked the bald telepath out. X-23 continued her walk, and sniffed. She recognized the scent of the one who caused her to be like this. Yet she sensed something else from up above.

A glop of some kind of sticky substance shot into her face from above. She angrily sliced it off of her face, before she turned to face Spider-Man.

"Get out of my way!" yelled X-23.

"Not until you tell me why you're doing this," said Spider-Man, circling the girl as she tried to attack him. "You broke into the Xavier Institute, and attacked everyone."

"I'm trying to draw Wolverine out!" yelled X-23, and she charged Spider-Man.

Spider-Man ducked out of the way, before he tried to shoot web strikes. She sliced through them, and aimed a kick. The web slinger dodged the attack, and webbed around her ankles, before snapping her down to the ground. Spider-Man continued to move for the attack, and went for some punches, but she blocked them, with feral fury.

"You do resemble him you know," said Spider-Man in a casual voice.

X-23 screamed in rage at this statement and grabbed him hard, nearly putting him into a wall. She slid off, but Spider-Man shot webbing around her ankles. She tripped and landed on her face. Face contorted into a scowl, she sliced out.

' _I can't believe my life has come to this, fighting some fourteen year old girl or whatever,'_ thought Spider-Man, but he dodged an attempt to skewer him. _'A fourteen year old girl who has razor sharp claws that would slice my spider bits off if I'd give her the chance.'_

Spider-Man shot several balls of webbing, but she sliced through them again and again and again. Her hand reached forward, and she tossed Spider-Man to the ground. She knocked him for a loop with a huge punch to the back of the head. The web slinger was down on the ground, and X-23 made sure he was down. His heart beat was light, and she nodded.

She continued to move and sniffed the air. The girl would find him, he couldn't hide forever, and Wolverine would pay once and for all.

* * *

X-23 continued her movements through the hallway of the Xavier Institute. The girl sniffed the air and stood like a predator stalking her prey. Her eyes narrowed, as she saw the one she was looking for before her. She rushed him immediately, but he blocked her attack.

"You, I've been waiting for you for a long time!" growled X-23, but she was pushed back by Wolverine.

"Just what do you want?" asked Logan, restraining her. The dark haired girl struggled against his attack "You're nothing but a kid, what did they do to you?"

"Don't play innocent with me!" yelled X-23, and she punched Logan in the face.

It was not the first time Logan got punched in the face by a female but it did hurt more than most, this time. He remained on the floor, clutching the side of his face. He could not be hurt for long.

X-23 propelled herself into the air, bounced off of the wall. Claws were out, but Logan blocked the shot, pushing her back with absolute fury. Logan grabbed her and tossed her to the ground. She bounced off the wall, but he flipped her to the ground.

She gritted her teeth, consumed with rage. She jumped at him, but Logan dodged her again, and grabbed her by the hair.

"Just calm down!" growled Logan, losing his temper, but she stabbed him in the face. This only staggered him for a minute, and X-23 flipped him to the ground. She picked up a table and smashed it into him.

His breath became rather labored, and X-23 kicked him hard in the face. He blocked a second kick to the face, and pushed her back. She flew hard onto the ground, and Logan grabbed her. She pushed him off, and threw herself up, before she sliced a beam on the rafters. She pushed it down onto the head of Logan.

Logan staggered, head dazed, and X-23 continued to fight him, swinging punch after punch, swipe after swipe.

"I can do this all day, kid," said Logan.

"That's where you're wrong," said X-23. "You tried to do this to me…"

"Who told you this?" asked Logan. "I didn't even know you until today."

"Essex, he found me, and gave me purpose," said X-23, eyes focused on her attacker.

"Sinister, listen kid, that guy is bad…" started Logan, but the girl was beyond all reason.

X-23 grabbed him by the arm, and twisted it around hard with a huge crack. She stepped on his arm and forced him down onto the ground. A series of vicious stomps to the back of the head connected and cracked off of him. She tried to move in for the kill, but webbing wrapped around her.

Spider-Man bounced off the wall and knocked X-23 back.

"I had it handled," grumbled Logan.

"Yeah, I'm sure you did," said Spider-Man, but X-23 broke free and nearly put him into a wall. Spider-Man rebounded, to continue the attack. "You really need to a chill pill."

X-23 grabbed Spider-Man, and tried to stab her claws into her adversary. Spider-Man evaded that attack, and she had her claws stabbed into the wall. A series of kicks to the back of the leg, and pulled X-23 down onto the ground.

Logan smashed his way through the girl, but the reserve power in the Institute clicked back on.

"Okay, I've got the power back on!" shouted Kitty in a triumphant voice, but she looked up to see X-23 and was caught off guard when the girl charged at her. "Whoa…"

X-23 aimed a claw swipe at the girl, but was pulled through the wall. Kitty went intangible to dodge the shot. She screamed, but Logan broke his way through the door to reach them both. Logan rushed the girl and clanged his claws at her, but she blocked it.

"Just calm down, kid, Sinister's poisoned your mind, and unleashed you on us as a weapon," said Logan.

X-23 took a mad swipe at Logan, and knocked him back.

"Yeah, something tells me she isn't listening."

Spider-Man swung down and kicked her in the back. She spiraled down to the ground and landed with a thud. Angry at being embarrassed by this annoying little man, X-23 moved up, but Kitty grabbed her ankles, phasing her halfway into the ground.

The web slinger propelled himself at his opponent. X-23 flew back, and Kitty pushed herself back out of the ground.

X-23 landed on her face and she winced, embarrassed at how she was put down.

"I'll kill both of you for this!" yelled X-23.

"Great, we made her list," said Kitty.

"Well, that wasn't the first crazy woman who wished bodily harm on me," said Spider-Man casually.

X-23 rushed both of them, and slashed the claws at both of them. Logan charged X-23, but she jumped up. They continued their battle in a storage room off to the side in the Institute. A hook was swung at Logan, and cracked him hard into the ribs. Logan dropped down, but Spider-Man tried to close in for an attack.

X-23 sliced his web shooters open and off. He dropped down, and dodged her attacks. The young angry girl continued to advance on Spider-Man. Kitty once again popped out of the wall, and pulled her into the next room with expert precision.

"Come on, you want a piece of me, here I am!" yelled Kitty, her back towards a power generator and she continued to egg X-23 on.

X-23 popped her claws and charged the brunette mutant with a feral scream. Kitty closed her eyes and went intangible. Her claws stuck in the generator, and electrocuted her. She was thrown hard into the ground. Yet the girl rolled over, coughing and got up to her feet. She staggered, but Logan broke through the door and knocked her to the ground, rendering the girl completely unconscious.

The rest of the X-Men staggered in. Jean advanced in, as Spider-Man and Logan tried to hold her to the ground. The girl struggled against their grip, but Jean looked at her.

"Just put her to sleep until we could figure out what to do with her," said Logan.

"Yeah, step it up," said Spider-Man, not comfortable with having those claws so close to certain parts of his body.

Jean closed her eyes. The mind was in disarray, but she managed to reach it.

"It's done," said Jean, as X-23 went to sleep. "She'll wake up in about thirty minutes though, and it took a lot out of me."

Jean leaned against the wall to gain support, as Hank and Piotr helped carry X-23 to the infirmary, where Professor Xavier was waiting for them.

* * *

The dark haired girl was strapped to the table by restraints so she did not injure herself or any others. Professor Xavier hovered over her. The girl had been sedated and was rather dazed, unable to really respond to anything. She took a deep breath, as Xavier scanned her mind. The rest of the X-Men, along with Peter and Gwen stood back to wait for his assessment.

"Her mind, while not as complex as Logan's was when I first encountered him, is still a maelstrom of absolute chaos," said Xavier, scanning her mind, and he rubbed his temples. He leaned forward. "Half of her source DNA came from Logan….the question is how."

"Sinister must have grabbed it when he had me with the Red Skull," grunted Logan.

"Yes, thanks for the clarification," said Xavier. "Beast has run some tests, to see which of the other half of her DNA matrix comes from. Sinister may have been experimenting on children with genetic potential, or at least harvested their DNA."

Gwen and Peter exchanged a dark look.

"He would do that," offered Jean darkly. "He's always been interested in mutant DNA, but…so is she technically Logan's…"

"It's hard to tell what she is at this point, part of her DNA had to come from someone else to stabilize the process," said Xavier, but Hank walked in to present the print out to him at this point. Xavier took the print out.

"This is naturally the best match I could find given the situation," said Hank.

"It says here that the DNA matches a missing girl named Laura Kinney, she never returned home," read Xavier. "Her parents were also found slain several years later. She must have been…experimented on and twisted and reconditioned."

"I remember now," murmured X-23. "Some walking fur bag grabbed me when I was walking home from school and threw me in the back of a van."

"Sabretooth," growled Logan, hate dripping from his tongue as he said that name.

"He said that I would…I don't remember, but it wasn't good," added the girl. "I thought I'd die, but Sinister broke down my DNA and mixed it with yours. He said I was made to be a weapon."

Everyone looked at each other. No one was about to speak up, but X-23, Laura, demanded on particular question to them.

"Who am I?"

"That's a question you can only answer, child," said Xavier, but that was the wrong answer.

She growled and tried to rip herself free. Rogue turned towards Logan.

"She definitely has your genetics," said Rogue.

"Very funny," grumbled Logan.

"Listen, it might be scary to see that you have powers…" started Peter, but Laura snapped at him.

"I'm not scared! I want to kill that bastard for what he did to me!"

' _Oh boy, I figured we'd go there,'_ thought Peter.

"That's…a normal reaction, but that shouldn't be the only way," said Gwen. "You could get hurt, or killed."

"Someone's going to get hurt if you don't let me out," said Laura through gritted teeth.

"You better calm yourself kid, we'll track down Sinister, and get some answers," said Logan.

"You can't tell me what to do!" yelled Laura. "I might have had your DNA put into me, but you sure as hell aren't my father!"

"I'm not telling you what to do, I'm just letting you know what's up!" yelled Logan, glaring at her.

He wondered if this is how people felt like, when they were dealing with him during his rages.

"I think it would be best for her to get some rest, and calm down," said Xavier. "We'll be outside if you need anything."

"Unless its Essex's head, don't bother," growled Laura.

The X-Men walked out and exchanged awkward looks as they did.

"Charming girl, that one," said Kitty.

"No, she's just…she's just frustrated," said Gwen, and Peter nodded. "I'm sure she'll get over it…eventually. It's not something that…well her DNA is scrambled and she just got her entire world turned upside down."

"I know what she's going through," said Peter. "Well not exactly what she's going through, but I know the general thing. Because of my powers…it's just a road I've been down before."

Peter looked at Gwen.

"Are you okay?" asked Gwen breaking the silence.

"Yeah, I got knocked around a bit, but that's nothing compared to what normally happens," said Peter. "How about you, you got knocked back into a wall?"

"Well, I don't think I have a concussion, I can still remember basic facts and figures," said Gwen. "That would teach me to leave the armor at home."

Peter just smiled, and pulled her into an embrace.

"Well, a casual visit to the Xavier Institute is hardly a casual visit to the Xavier Institute."

He pulled her into a kiss, once everyone was gone. They both hoped that would be the end of surprises for today. The storm continued to roll on outside, and for their own safety, they stayed close to the Xavier Institute.

* * *

The day had concluded, as did the storm. Gwen decided to take a breather, as Spider-Man did his patrol on the city. It gave him some time to think.

' _Talk about a day I wasn't expecting,'_ thought Spider-Man to himself. He looked over the city, trying to get any sense if there were any crimes being committed. So far, he saw nothing out of the ordinary. _'I'll be, I might be able to go home early, and nothing else wrong would happen…yeah I better stop now before I jinx everything.'_

Out of the corner of his eye, the web slinger spotted a blind woman staggering from some kind of attack. She held a cane and crashed to the ground. Like the good friendly neighborhood Spider-Man, he swung down to assist her.

"Who's there?" asked the woman in a scared voice.

"It's just me your friendly neighborhood Spider-Man just here to do his job," said Spider-Man. "Did you get mugged?"

"Yes, I did, I thought I heard them go that way," said the blind woman.

She pointed erratically all over the place.

Spider-Man turned around after his spider sense had been triggered. He looked around confused, but the woman bashed Spider-Man over the head with the cane and knocked him to the ground, before she stuck a stun gun into his ribs and knocked him out.

"Always the heroic and predictable fool," said the woman, picking up Spider-Man and dragging him into an alleyway where a car was waiting. She tied him up and blindfolded him. "I told you I'd have my revenge on you."

She dumped Spider-Man into the trunk of the car. The woman shifted and revealed herself to be Mystique.

"I have him, Sinister," said Mystique over her communication device.

"Bring him to the lab, you've done well," said Sinister. "It's a shame we lost X-23, but we'll be able to finish the sleeper with the original being brought here."

The sinister laughter of Mister Sinister echoed. The car drove to the airport, where Spider-Man and Mystique would be transported to Sinister's lab on a remote island.

**To Be Continued in Arc 57, The One With The Clone.**


	111. The One With the Clone Part One

**Chapter 111: The One with the Clone Part One.**

Gwen paced around the living room of her and Peter's house. He had went out for a routine patrol, but that was only three hours ago. She bit her lip, and continued to mull over what occurred. She had her hands on the suitcase with the Iron Spider Armor, and was about ready to go out herself to go after Peter. Gwen restrained her impulse to do something utterly reckless.

The first thing she had to do was check in to see if Peter had stopped by to see his Aunt May when he was in the neighborhood. She could have sworn that he mentioned doing something along those lines the other day. There was no time like the present to check in, and if he was heading that way, he might as well.

' _Peter, hopefully I'm just being paranoid,'_ thought Gwen, but there was a sinking feel that she could not shake off.

Trust was an important element to any relationship that existed. Gwen dialed the phone, reaching the old Parker house. The phone rang a few times, before Aunt May picked it up.

"Hello?" asked Aunt May.

"May, it's me, Gwen…did Peter stop by and see you today?" asked Gwen, trying to keep the absolute dread she had out of her voice, but it was difficult.

"No, dear, I haven't seen Peter since you were here with him a few weeks back," said Aunt May, her voice dripping in worry when she sensed it in Gwen's voice. "You don't think something bad has happened, has it?"

Gwen paused, and took a deep breath, before she decided to go for the truth.

"I…don't really know, I really don't. It's just some bad feeling that I can't shake. Today, at the Xavier Institute, there was…an incident. An attack even, and…did Peter tell you about Nathaniel Essex?"

"He might have mentioned the name," said Aunt May slowly. "Mind telling me more?"

"He's the one who created the spider who gave him his powers, him and Miles Warren," said Gwen. "He's known to most as Mister Sinister. And now…Sinister's been dabbling in something. He kidnapped a girl and mutated her DNA, trying to turn her into a weapon. You remember, Logan don't you?"

"Hard to forget someone like him," said Aunt May.

Gwen just took a deep breath.

"Sinister turned that girl into something, a weapon, she's being kept at the Xavier Institute for observation. And…Sinister's captured Peter before…I hate to scare you…."

"No, Gwen, I need to know these things," said Aunt May in a strained voice. "Just let it all out."

Gwen clutched the phone in her hand, took a few calming breaths, and continued to speak to Aunt May.

"Sinister kept Peter in a lab, tortured him, he just barely got away," said Gwen with a deep breath. "And he was in a mood for a while…it was about two years ago."

"It would explain a few things," agreed Aunt May, with a sigh. "Thank you for telling me if something's up, I'd…I'm sure Peter just stumbled upon the normal things he does. You have to have faith that everything would turn out alright, and he'll return home fine. At least until morning, then I would worry."

"Sorry for worrying you," said Gwen in an apologetic voice.

"No worry at all, you have every right to be concerned," said Aunt May in a low voice. "Keep in touch and I'll let you know if Peter stops by right away."

Gwen nodded, putting the hand that did not hold the phone to the side of her head.

"Okay thanks, bye," said Gwen.

"Bye, take care," said Aunt May in a warm voice.

Gwen hung up the phone and leaned up against the wall. Once again, the feeling of dread filled her. She should have gone out with Peter on his patrol. She got knocked into a wall with X-23, and was a bit dazed. At least, there was no concussion, but that would distract her from that feeling of dread. It was no spider sense, but it made her worry enough.

The blonde girl looked down at the suitcase on the couch. She clicked it open, and paused before she took a deep breath.

' _I have to make sure,'_ thought Gwen, and she bit her lip immediately. She decided to just go for it.

Gwen suited up in the Iron Spider Armor. She tried Peter's cell phone one more time before she went out the door, but it rang several times with no answer at all. Which mean Peter was either busy fighting, or unconscious or something.

Gwen was banking on something. Her luck was just on that level. One more try, and Gwen put the cell phone away, flooded with worry.

She shot up into the sky and made her way off into the city streets. She began to search for Peter. It took several minutes before she struck pay dirt. A group of huddled police officers spoke in hushed tones, around some sort of crime scene. Gwen put the suit in stealth mode, and perched above. The blonde haired eighteen year old armored clad heroine sat in a gargoyle to listen.

"I'm telling you, Spider-Man was attacked her by a blind woman, thrown in the car, and drove off," said a witness, waving his hands as if this gave him any more credibility.

"Did you see which way the car went?" asked Captain DeWolff.

"It drove out by the airport," said the witness.

Gwen wasted no time and bolted towards the airport, flying towards the direction where the witness said the car had gone. She knew she should have trusted her instincts. Something was up, but the question was what was it?

"She really had it in for Spider-Man," said the officer, but Gwen remained on the journey towards the airport.

She touched down onto the ground. There was a parked car present at the airport, but there was no Spider-Man.

Gwen was back to square one and frustrated about the entire situation. It was time to regroup and double back.

* * *

Blurred vision greeted Spider-Man as he returned to the land of the awake. The web slinger struggled against his bindings, and tried to twist out of his containment. It was a matter of minutes before the hero got a full view of his surroundings and just how absolutely hopeless the situation was. His breath became a bit labored, as he gathered a full overview of his surroundings.

Mentally, Spider-Man went through a checklist of unnerving things he noticed about the situation he was in.

He was in a laboratory. That was never good.

There were surgical tools that were used to cut and mangle a few feet away from where he was secured with restraints. That was also not good.

The lab was also dark and depressing, where no light could penetrate. The situation just got even more hopeless due the atmosphere.

There were jars with what appeared to be organs on a shelf behind him. Situation just went several notches up in how horrible it was.

The worst part of all was Spider-Man knew he had been here before. How could he forget after all? He had flashed back two years ago. He was taken out, and kidnapped, brought to this lab. He was drugged, and strapped to a table, much like this one.

The face of the Sinister mastermind rang in his mind's eye. Spider-Man tried to lift his arm, but it was strapped and he was helpless. These straps were specially enhanced to counteract his spider strength. This was proven again and again with another attempt. His web shooters had been removed, and any webbing had also been removed from his person.

Footsteps could be heard from the hallway outside. His spider sense went absolutely crazy.

' _I cannot think of an absolutely worse situation to be in right now,'_ thought Spider-Man to himself. He tried to struggle. _'Genetically altered strength of a spider, don't fail me now. Just a little bit more, just twist your arm .Come on Parker, put your back into it. Dissection is worse than a little muscle strain."_

The door opened up. Mister Sinister appeared and stood in the doorway. The chalk white skin, the twisted grin, and absolute imposing attitude, and this was the man who was created the spider that caused him to turn into the friendly neighborhood hero he was known of.

Time stood still and Sinister remained rigid and calm.

"Excellent, you're awake," said Sinister, and his face contorted into a positively menacing grin. Pure vile intentions could be seen in his blood red eyes. Spider-Man struggled and pulled out the restraints, but slumped back from the effort failing him. "You do realize that it is useless to struggle. I have prepared for your attempts to break free. I'm not leaving anything to chance. Today, genetic evolution will reach the next level. If you are fortunate, you might be around to see a bit of it."

Spider-Man could not resist a snappy retort.

"Yeah, well if I'm fortunate, you'd consider investing in a breath mint. Or at least a paper bag for your face."

Sinister just laughed, even if it was hallow and soulless just like the man himself. Spider-Man struggled, but once again it was futile.

' _Got to get free somehow,'_ managed Spider-Man, and he tried to shift his arm just a little bit. Just enough to get a little pull, a little give.

"Useless, but you still struggle," said Sinister, observing the subject with glee. "Persistence is a good genetic trait. It allows for evolution. This may prove to be rather useful."

"Just what's your game?" demanded Spider-Man.

There was a long pause before Sinister allowed him the courtesy of an explanation.

"Survival of the fittest, Spider-Man, we have coddled the human race for too long, and allowed cures for diseases and deformities, when they have wiped out the weakest forms of life," said Sinister, having the air of a sadistic lecturer at this moment. "To evolve means for us to continue to move out the ladder, and mutants are that next step. They resemble humans, but they have special gifts. Humans do have their uses, many of them have the genetic potential to unlock gifts. You did prove that much when your little spider bite gained you powers. You weren't supposed to live."

"Glad to prove myself to be a disappointment," managed Spider-Man.

The web slinger would not go down easily. He continued to struggle against the heavy restraints, but once again no dice.

"Oh, far from a disappointment, rather an opportunity," said Sinister, his twisted grin never fading. "You would be the prototype to something new. Granted, the man behind the mask, he is festered with certain limitations that would not allow him to reach his full potential. But that can be duplicated through genetic replication."

It took ten seconds for the implications of what Sinister said to hit Spider-Man.

"Wait…wait…you cloned me?" asked Spider-Man.

"Dr. Warren and I both wanted to create the perfect duplicate, and there were a few accidents along the way," said Sinister, and his hand pointed to a glass case in the background. What appeared to be sentient black goo shifted around and about inside the case, as if it was trying to escape. "We're working on an entirely new level, me and you. Just think, Spider-Man. Spiders are only the beginning, but it's a start. It's a start."

Sinister looked absolutely pleased with himself. He took a few minutes to bask in his absolutely putrid glory.

' _Yeah you'll be laughing out the other side of your face, Essex, I when get out,'_ thought Spider-Man.

"And there's nothing you can do about it," added Sinister.

"One might say that, but one would be wrong!"

Sinister stepped back in surprise, and Spider-Man managed to break free. He offered a polite courtesy clap, but Spider-Man moved in for the attack.

With a merely bored expression, Sinister blasted Spider-Man hard with an energy attack. Spider-Man scrambled towards his web shooters to engage them.

"I do not wish to engage you in battle," said Sinister in a bored voice and he peered over his shoulder. "Sabretooth make sure Spider-Man is rendered unconscious."

The large mutant was called in. He charged Spider-Man with pure animalistic rage, but the web slinger dodged his attack. Sabretooth crashed into a table, and the web head grabbed his web shooters, before he reloaded them with fresh web catridges.

"Okay furry, let's you and I dance," said Spider-Man and he aimed his web shooters.

"Did I mention that I dissolved all of the webbing in your web cartridges?" asked Sinister, and he gave a taunting laugh at Spider-Man at his failure to shoot webbing at Sabretooth.

' _Okay no problem, just got to do this old school,'_ thought Spider-Man.

Sabretooth charged Spider-Man, but the web slinger evaded his attack. Another evasive attack by Spider-Man and Sabretooth closed in.

"I'll tear you to pieces," growled Sabretooth, sending spit flying everywhere with his snarl.

"Really, you'll tear me to pieces," said Spider-Man, and he dodged another attack from Sabretooth. The mutant smacked into the wall immediately. "The last time I fought you…you know that didn't end too well to you. What happened?"

Sabretooth swiped at Spider-Man, but the web slinger blocked his attack with an operating table. He ran up the wall and landed behind Sabretooth.

"Oh, that's right, I kicked your furry butt," said Spider-Man and he continued to taunt the mutant. Sabretooth rushed at Spider-Man. Once again, Spider-Man ducked, rolled, and evaded, before he swung a table at Sabretooth. "But hey, if first you don't succeed…"

Sabretooth rushed Spider-Man, but the web slinger blocked the attack with his feet and kicked him back. Sabretooth swiped a clawed attack at Spider-Man, but the web slinger dodged it.

"And again, and once more with feeling!" cheered Spider-Man.

"I'll floss my teeth with your spleen!" growled Sabretooth.

"Dude, that's just nasty," said Spider-Man and he ran up the wall. He flipped onto his feet and landed behind Sabretooth. The mutant was knocked down and sent flying into the wall. Several more punches impacted Sabretooth in the back of the head and staggered him.

Spider-Man turned around, but Sabretooth picked up a piece of pipe. He swung it and smacked Spider-Man in the face with it.

He jumped onto Spider-Man and snarled, but Sinister shook his head. Sinister blasted Spider-Man hard into the wall with another energy attack.

"You've had your fun, but we've got to keep moving," said Sinister and he picked up Spider-Man.

A knock on the door was heard and Miles Warren entered the lab. He was rolling in a containment chamber. Inside was an exact duplicate of Peter Parker. He held a second costume. It was practically identical to the one Spider-Man wore.

"Make sure he remains under this time, Warren," said Sinister, a threat dripping from his voice. "We'll begin the final step of the process."

"Your plan, it does show promise," said Warren. "But I would think it would be prudent if we just murder the original and send the sleeper out…"

Sinister blasted a warning shot towards Warren to silence the scientist.

"There is one final test for the genetic superiority of the perfected model, the final clone," said Sinister. "It must defeat the original in battle. If it passes that test, then it would be proven to be the one true Spider-Man. And then I will use the remains of the original and harvest the organs for further resources. But we must be sure of its perfection."

"Of course, Doctor Essex," said Warren, but he hid the calculating grin on his face.

Mystique showed up at this point. She stepped forward, and almost got in Sinister's face.

"I brought Spider-Man before you," said Mystique. "I believe I've proven myself more than enough to you."

Sinister regarded the shapeshifter for a moment, and considered what she said.

"Yes, you've done well. You scratch my back and I scratch yours, and all that stuff. You scratch a good back, I'll give you that."

"Just get to the point," said Mystique roughly, tapping her foot and looking impatient.

"The fact of the matter is, you are a resource," said Sinister. "I still have much for you to do. You may have given me much from Oscorp, but not everything. You were compromised, and that set your capital back. Perhaps I should show you the price for failure, but I'm a fair man. At this point, my Marauders are meeting by the Xavier Institute. If they are powerful enough, they will survive."

It took the blue shapeshifter a few moments to register this point.

"We had a deal!" yelled Mystique.

"And I've changed the terms," said Sinister in a bored tone of voice. Mystique's rage bubbled on the surface, but Sinister seemed indifferent to her plight. "Just take your leave until I have need for you. And Sabretooth will be keeping a close eye on you."

Sabretooth nodded and Mystique was outraged beyond belief. Her fists clenched together, and she envisioned some of the horrific things she would like to do to him. This deal with Sinister remained one of her gravest mistakes, but it was done in a moment of weakness.

It was too late to go back on it now.

* * *

After the day the Xavier Institute had, everyone was down for some much needed downtime and recuperation. The power was back up, but it was merely the calm before the storm.

A loud alarm indicated someone was outside.

"Oh, you've got to be kidding me," grumbled Logan, voicing what everyone thought.

"Two times in one day, it could be a problem," said Beast.

"Mansion is on lockdown, this is not a drill X-Men," said Professor Xavier. "There is someone who tripped one of the lower alarms."

"What, are they coming in from the sewers?" asked Shadowcat, as she popped her head from behind the door and looked around.

"Who knows, all that matters is someone is…" started Iceman, but he paused and winced. He was still a bit sore from his little encounter with X-23, and staggered around.

"What is it?" asked Rogue.

"Trouble," said Storm as the windows began to crack and a loud sonic shockwave erupted from indoors. The X-Men were thrown down to the ground. The doors opened, and the mutant known as Vertigo entered the Xavier Institute.

"Vertigo, that means the Marauders are here," managed Phoenix, but they were all brought down to the ground, all dizzy from the mutant's powers.

"Got to fight, can't let her beat us," managed Cyclops.

The X-Men struggled, but dizziness and nausea overtook them.

"Determined, but utterly futile," taunted Vertigo, and she turned to walk over. The mutant stepped over towards the console and saw the other Marauders move in. They all were prepared to kill.

The purple haired mutant with energy powers known as Harpoon, who charged up one up one of his signature energy weapons and flung it at Nightcrawler. The mutant managed to teleport it out of the way. The charged harpoon blew a large hole through the wall.

The large mutant known as Blockbuster rushed in and knocked both Iceman and Shadowcat back with his rampage. Wolverine jumped at him, but Blockbuster grabbed him by the throat and flung him to the ground.

"Puny mutant," breathed Blockbuster, and he threw Wolverine across the room and caused him to crash down to the ground with a thud. He rendered a table into toothpicks.

Riptide moved into focus, and spun his body with super speed. Sharp metal flew in every single direction. Shadowcat went intangible and Colossus armored up, before he rushed Riptide. The metal bounced off of metal and Colossus knocked his enemy down.

The final member of the Marauders, Arclight stood on the ground and the entire ground of the Xavier Institute shook, to keep them them down and off balance.

"Vertigo, keep them at bay," said Harpoon with a grin. Beast dodged an attack. "We have work to do, we can play with them later."

"Of course,' said Vertigo, and another attack managed to keep them down.

Phoenix fought out of the attack, and knocked Vertigo on her back with a psychic attack. The Marauders already moved past the room. The X-Men were dizzy and sick, but Cyclops pulled himself up.

"Come on, get it together, we've got to get them," said Cyclops, but Blockbuster blocked their way with his girth.

"Time to get past me," said Blockbuster.

"Sure, cool," said Shadowcat with a smug expression, as she phased through the floor. She popped up behind Blockbuster, and this distraction allowed Iceman to freeze his ankles and Rogue to take him out. The mutant broke free and engaged the X-Men.

"Keep him distracted, Storm, you and Colossus go and help Shadowcat!" called Cyclops and he sent a blast of optic energy at the chest of Blockbuster.

Blockbuster staggered and grunted from the impact. He continued to advance on Cyclops and smacked him hard. Wolverine jumped the large mutant, but a loud explosion caused them to be caught off guard.

"What in the hell was that?" asked Wolverine.

A buzzing over the communication allowed Shadowcat to report in.

"We have a bit of a situation," said Shadowcat breathlessly.

"That doesn't narrow it down," said Cyclops. The leader of the X-Men made sure that Blockbuster was down and out, before he led the team forward.

"Well, you see, Harpoon and Arclight, they just blew up all three of the jets in the hanger, and now they're trying to bury us alive," said Shadowcat, but she screamed over the intercom, and went silent.

"Kitty!" yelled Rogue in horror.

The entire team looked at each other. They had to get down to the hanger immediately. The entire group made their way down and they spotted and smelled the wreckage that was before them. It was absolutely putrid and stomach turning, and caused many of them to gag.

Shadowcat was down on the ground and Colossus was also about to be put down. Harpoon, Riptide, and Archlight managed to take them down, but Storm knocked them back with a gust of wind.

"What do you want?" asked Storm. "What are you hoping to gain?"

"Nothing, we're not hoping to gain anything, the boss just doesn't want any of you X-Men intervening," said Harpoon, but Phoenix knocked him down.

Beast moved in, and Shadowcat had not moved since she went down.

"She's still breathing," said Beast and he looked at Shadowcat, who began stirring a bit giving the team a bit of relief.

Phoenix pinned Harpoon to the wall and tried to gain Intel from him.

"The plan is…I can't tell, Sinister didn't even tell them the plan," said Phoenix.

"Smartest thing that guy's ever done," said Cyclops. "These guys weren't meant to be the attack, but what is…"

"Say goodnight X-Men," said Archlight, and she held her hand onto the ground, before it rocked underneath them.

There was no time to get out. The entire roof collapsed on top of all of the X-Men. Jean tried to block the debris with a psychic shield, but the ground cracking from underneath her feet made it a struggle. She had to keep both herself up and steady, along with not falling through the ground.

"This is going to suck!"

Shadowcat stirred on the ground, only to be put back down. Glass and concrete flew in every conceivable direction. The Marauders moved off, intent of having buried the X-Men alive in their own hanger, with their destroyed planes.

"Get Blockbuster and Vertigo, and let's go!" yelled Harpoon.

The Marauders ran to the door, and barely hazarding a look at the debris around them or if anyone had followed them.

Outside, they exited, but a figure dressed in spider themed armor saw the damage they had caused. She immediately rushed inside, to see what she could do to help, but the smell of gas and other noxious fumes caused Gwen's stomach to turn.

She knew those were the Marauders, and worked for Sinister. There were too many coincidences to really brush this off as an isolated incident.

Gwen bolted inside, and tried to figure out what had happened to the X-Men.

* * *

Once again, Spider-Man returned to the land of the living. This was getting to be a recurring thing that he was not too fond of. He shook himself back to the land of the living, and his muscles remained tired. Yet, despite being knocked around by a pipe, he was mostly fine.

' _Chalk that one up to the old Spidey healing factor,'_ thought Spider-Man, once again fully back in the land of the awake.

Spider-Man remained alert, but he realized he was in a glass pod. The question was how to get out, but he had no time to really ponder that. The pod cracked open, and he took a few tentative steps out. He peaked over his shoulder, and continued to move forward. There was something happening, something that he could not shake.

Another door opened off to the side. Immediately, Spider-Man was on alert.

' _Spider sense not triggered,'_ thought Spider-Man in confusion. _'That's kind of curious.'_

He turned his head around and took a deep breath. He took a few more steps forward, and was taken aback from what he saw. He wondered if he suffered some kind of concussion or something. Immediately, he was face to face with himself.

Spider-Man stared Spider-Man down. Surreal did not even begin what this situation was.

"Whoa, nice costume," said Spider-Man. "But you know, the rip off look is so not in this season."

"Yeah you would know, with that cheap imitation," replied Spider-Man, staring down his double. "Besides, this is a genuine, one of a kind original. All of the painstaking hours I spent on this suit, there is only one of a kind."

"Really, you must be confused," retorted Spider-Man. "Because, let's face facts, pal, there's only one Spider-Man, and you're looking at him."

Spider-Man shook his head and he looked at Spider-Man.

"Look, you must have been in that pod for way too long," said Spider-Man. "I'm the real Spider-Man, the original Spider-Man."

"Really, why don't you remove your mask and prove it?" asked Spider-Man.

"No, this is some kind of trick to get me to reveal my secret identity," argued Spider-Man.

"Which is?" asked Spider-Man.

One Spider-Man laughed at the other.

"Nice try, pal."

Spider-Man and Spider-Man stared each other down, but a door at the end of the hallway opened. Mister Sinister walked down and looked at the two Spider-Men in the hallway.

"Remarkable, an exact duplicate, a truly amazing marvel, I may have outdone myself," said Sinister in a taunting voice.

"I should have figured you were behind this, Sinister," said the two web heads in unison. They stopped and looked at each other, annoyed. "Would you quit repeating everything I say? I'm repeating everything you said, you're repeating everything I say. Now you're just being annoying on purpose. No, you are the one that's being annoying!"

Sinister grinned, and then cleared his throat. He turned to the two arachnid themed heroes and looked at them, with sadistic intentions dancing in his eyes.

"Now, the two of you, one of you is the original Spider-Man, the genuine article," said Sinister. "And the other one is a clone. I will have to thank Professor Warren for his work. Deceitful little jackal he is, he made you two exactly identical down to the last hair. Every memory, every experience, but there can only be one Spider-Man. The question is, which one of you is the real deal?"

Spider-Man on the left looked at Spider-Man on the right.

"I am! No, you're not, I am…"

Both web heads glared at each other, both refusing to back down at their claims that they were the genuine Spider-Man.

"Yes, it would be futile, but it doesn't matter which one of you is the original," said Sinister. "All that matters is which one is stronger. One of you will live, one of you will die, and that one will be the real Spider-Man. The genetically superior of you two heroes, and there can only be one true Spider-Man."

Sinister allowed this news to sink in.

"There is only one way to settle this gentleman, and that is you two shall fight until one is left standing. The true Spider-Man will live another day, while the other…well I shall just allow your imaginations to run wild with his fate. So which one of you is real?"

Sinister paused for a moment for dramatic effect.

"Let's find out."

Spider-Man on the left and Spider-Man on the right locked eyes. It was a mental chess match at this point.

"Look," said Spider-Man to break the silence. "He's going to play both of us against each other so…we should just both attack him."

"Yeah, and the moment I let my guard down, you're going to jump me, aren't you, clone?" asked Spider-Man.

"Well that's what I get for reasoning with a clone," said Spider-Man, and his fists were balled up in a rage. "Sinister's playing both of us…"

"Yeah, but he might have implanted something in your mind because he created you," said Spider-Man. "And I've got to take you down."

"Never thought of that, or are we speaking from experience?" asked Spider-Man.

"I don't like what you're trying to imply," responded Spider-Man.

Tensions began to get high, as both web slingers continued to circle each other. Both tried for the first attack, but their punches cancelled each other out. Both jumped up in a somersault at the same time, but they both landed on their feet.

' _If it's a clone, he knows my every move,'_ thought both web slingers at the same time. _'Got to think outside the box, Spidey.'_

Both tried to trip the legs out from each other, but they spiraled to the ground from the attempted half counter/half trip hybrid. One Spider-Man was up, but the other one blocked him with his feet. Spider-Man flipped and landed on the wall. His double jumped him, and they both looked at each other, crawling on the wall.

"Look, this isn't…Sinister's playing us!" yelled Spider-Man.

"Yeah he is, but he's got you in his pocket," replied Spider-Man.

The two web slingers exchanged a heated glare.

"Must you be so stubborn," said Spider-Man.

"Yeah, you would know about me being stubborn, because you stole every one of my memories!" yelled Spider-Man.

"Who stole whose memories?" asked Spider-Man.

The two dropped down to the ground. Both rushed at each other. Sinister watched the battle continued. It may be a mirror match at this moment, but things would change. Survival of the fittest would reign supreme.

The battle continued, punches were blocked and matched each and every step of the way.

' _At this point, even I could not tell who the real Spider-Man is without dissecting them,'_ thought Sinister, a wide sadistic grin appearing on his face.

The battle continued, but neither would back down. Yet, there could only be only one true Spider-Man.

**To Be Continued in the One with the Clone Part Two.**


	112. The One with the Clone Part Two

**Chapter 112: The One With the Clone Part Two.**

"Guys, guys, can anyone hear me!"

Gwen rushed around the Xavier Institute, frantic and terrified. The putrid smells that filled her nostrils were most off putting. The fact of the matter was that there seemed to be no answer, which made things far worse than it appeared before. Her breath continued to become more labored, and she continued her frantic search. Time almost stood still, but after a time she made it over to the hanger of the Xavier Institute.

Gwen stopped. She looked around, and saw the rubble. She scanned it, and sure enough there were several people who were alive underneath the rubble. She propelled himself over, but realized instantly it was a delicate task. The structural integrity of the base was severely compromised, and Gwen's breath continued to be short and strained. She gently pulled back a piece of debris, and Rogue slid out from underneath it.

"Rogue, are you okay?" asked Gwen.

"Yeah, yeah, I'm fine," said Rogue, but she clutched her head. "It's going to take more than a building dropping on my head to take me out."

Phoenix and Cyclops were found next and dug out of the debris of the Xavier Institute. They were barely breathing. Beast pulled himself out, groggy, and Logan rolled out as well.

"I'll go check on Professor Xavier, we kind of lost psychic contact with him when the Marauders popped in," said Rogue, and she rushed off. Logan and Beast were awake enough. Shadowcat phased herself out of the ground.

"Kitty, thank God you're fine," said Gwen in a relieved voice.

"Don't thank him, thank Jean, she managed to block a lot of the debris," said Kitty, and Iceman and Nightcrawler were both present and accounted for. Storm, Nightcrawler, and Colossus followed. Shadowcat, Rogue, Wolverine, and Beast were the only X-Men who enjoyed the status of being awake. "She managed to block a lot of…what was falling down on her heads, and…it was good she did. She kind of blacked out. But let's get out of here, this room is not safe."

It took several moments of effort, but all of the X-Men were evacuated for medical attention, even if they were short-handed at the moment. Rogue rushed down the hallway, immediately with a frantic expression on her face. She stopped to regain her full composure, and stared down Gwen.

"Professor Xavier…he was knocked out by someone, likely one of them," said Rogue. "Why would the Marauders do something like this?"

"Because, they didn't want you to save Peter," said Gwen in an undertone. "I think…I think Sinister's kidnapped him again, and…I don't know what's being done to him."

"How do you know?" asked Kitty, showing up now, but worry flooded over face.

She winced. The brunette mutant twisted her ankle in the battle, which made things worse than they already were.

"I did some investigative work, and Peter was jumped," answered Gwen, closing her eyes and resting her head back. "A blind woman attacked him apparently."

"Or someone posing as a blind woman," said Rogue, her mood getting dark.

"They did have plans for Spider-Man," said a voice from outside of the hallway.

X-23 walked out, and Rogue absolutely was stunned for a moment. She recovered enough to speak a moment later.

"How did you get free…Professor Xavier made sure you were…just how."

X-23 gave a small smile, even if it was a sadistic one. "Well you see, half of my DNA was from someone who was the best in the world at what they did. So it's not like it is that much of a stretch that I could break from some straps."

"Well, it doesn't really matter if you escaped but…our friend, he's in trouble," said Kitty, and X-23's face just remained calm and stoic.

"Trouble doesn't even begin to describe what he's in," said X-23 grimly. "He's not going to last if the other defeats him. I think Sinister cloned him."

Gwen's mood immediately darkened at that one, and her arms folded before she looked at X-23.

"Do you know anything else about it?" asked Gwen in a dark voice, and X-23 strained to remember.

There were several moments, before X-23 just shrugged her shoulders.

"Sinister wasn't exactly spilling the secrets of the universe to me," said X-23. "I just heard bits and pieces; he was talking to some scientist. I remember enough to want to rip both of their throats out for what they did to me. And I have a good idea where Sinister's lab is."

Kitty, Gwen, and Rogue all exchanged dark looks.

"Good, just tell us, and we're going there right now," said Kitty, but as she took a step forward and her ankle slid a little bit.

"You're not going anywhere," said Gwen in a stern voice.

"C'mon, it's just a busted ankle," protested Kitty, and she tried to stand through the sheer force of determination. "I'll be fine, I can still fight. You've got to let me help."

Her ankle shifted a little bit.

"No, Kitty, listen, you're hurt, really hurt, and you're just slow us down," said Gwen in a gentle voice. "And the Marauders will finish some job. Go to the infirmary and get the help you need. You'll be back on your feet in no time. I'm going after Peter right now, once X-23 tells me where Sinister's lab is."

X-23 struck a threatening pose, and stared down Gwen. Gwen stood her ground, despite the metal claws several inches away from her armored face.

"I'm not telling you anything, unless I get to come with you," growled X-23 in her most threatening tone of voice. "Remember, this is my mission, if I can stop Sinister, no one else has to suffer."

"You'll get killed right now," said Rogue.

"There's a woman there too, blue, she can shapeshift," said X-23. "Remember her."

Rogue's face contorted into anticipation and Gwen just sighed.

"I'm coming too then," said Rogue.

"You two listen, there's a time and a place for revenge," lectured Gwen. "But my boyfriend's life is on the line, and that's the only thing that matters. Solve your personal vendettas on your own time, but getting Peter out of there is the most important thing in the world. Crack Sinister's skull in the process, or get Mystique, but remember that's not what I'm going there for. When I get Peter out of there, we're leaving. Do you two understand me?"

Rogue and X-23 both nodded slowly. Gwen hoped that she was not making a mistake. She did need X-23 to find her way to Sinister's lab. The blonde haired heroine turned towards X-23 and gave a long sigh.

"Okay, tell me what we need to do to get to Sinister's lab."

* * *

Back in Sinister's lab, Spider-Man and Spider-Man continued to circle each other in battle. Both waited and watched for the perfect opportunity. The two clones circled each other, and stared each other down. Both web heads rushed each other, and went for another punch. Both were blocked.

"Rather evenly matched," said Spider-Man.

"Yeah, it's a rather tough battle, but I've defeated worse," replied Spider-Man, and he tried to go for a punch. It was blocked.

"Don't you mean I've defeated worse," responded Spider-Man, and he tried to slide through the legs.

The web slinger blocked his double's attacks, and picked him up. Spider-Man broke free from the attempted throw. He landed on the ground and circled around his attacker. Sinister watched the battle. To him, this was entertainment, and his grin twisted as he continued to watch every little moment.

One of the web slingers rushed forward and did a forward roll. The second Spider-Man grabbed his feet, but the second Spider-Man kicked off into the attack. Both of them tried a shot, but their wrists clashed together. Another shot, and their wrists clashed together. They continued to circle each other. Time continued to move, and Spider-Man rushed each other.

Spider-Man and Spider-Man tried to punch each other, but their fists cancelled out each other.

' _Yeah, this is going nowhere,"_ thought Spider-Man in frantic desperation. The double moved around, and there was a huge rush for each other.

"One of you may be tiring before too long, you cannot keep up this dance forever," taunted Sinister. "Every single move you make, it has been mirrored. One of you will push ahead. I've enjoyed the stalemate, but all good things must come to an end."

One Spider-Man turned to another Spider-Man.

"Don't suppose I could convince you to take this guy," said Spider-Man, but the web slinger immediately rushed him and the attack was blocked. "Yeah, I didn't think so for some reason."

Spider-Man twisted his double's arm around and tried to force him down to the ground. The web slingers tried to block each other.

"You can't blame a guy for trying."

"Yeah, well you're a good copy, because I would have tried the same thing," said Spider-Man, and they block each other. "Every memory is the same, every idea is the same, you're not a cheap copy are you?"

"Cheap copy, no, but you're the one that's not the cheap copy," said Spider-Man, before they tried to block each other's attacks.

"Ah, so you admit that I'm not the clone, you are," argued Spider-Man, and the battle continued to rage on.

"I feel like I'm arguing with a wall!" shouted Spider-Man.

Both of them rushed each other, and tried to block their attacks with each other. Spider-Man grabbed the arm of his double. The struggle continued, and both struggled with their attacks. They crashed through the double doors. The two spider themed fighters were now inside the laboratory.

Both Spider-Man and Spider-Man stared each other down. The battle ground had turned out to be something completely different. Both of them continued to try and gain some positioning. Both raised a hand instinctively, and jumped at each other. Kicks connected with each other, and both Spider-Men crashed down to the ground. Both of them sprung up to their feet, and the web slingers got back to their feet.

"Good, but I'm better."

Both tried to punch each other, but they were blocked.

"That's a matter of opinion."

Suddenly, one of the Spider-Men managed to gain a bit of leverage and throw his attacker to the ground. He somersaulted down, and aimed a punch down across the chest of the web slinger. It was blocked immediately, and the web slinger was flipped down to the hard ground.

One of the web slingers tossed a glass jar containing a heart. The other web slinger ducked and it smashed all over the ground. Glass and liquid spilled all over the ground. The web slinger rushed his attacker, and tried to put him down. Spider-Man slid across the green liquid on the ground, and he smashed into the side of the wall. The two battled each other.

Sinister and Warren watched the fruits of their labor from above.

"It's too close to call," said Warren.

"Yes, but it is a spectacle of power and skill," agreed Sinister. The battle was watched through narrowed eyes.

Warren just watched them.

"So, should I be prepared to subdue one of them eventually?"

"In time, yes," agreed Sinister, and he cracked his knuckles for emphasis. "One of them will be standing before too long. Already their attacks are becoming less mirrored. They are adapting to the fight, just like nature intends."

Sinister watched one of the web heads gain a distinct advantage. The battle raged on and he would have to study this DNA sequence it was remarkable.

Nathaniel Essex had a passion ever since he performed the experiments that gave him the power and the longevity he enjoyed in Victorian England. It was all about survival of the fittest, but he watched in horror as humanity was protected from their own faults and flaws. His work tirelessly endeavored to correct that fundamental flaw within organic life.

Sinister also discovered that the right and most powerful strains of DNA would allow him to create keys that would allow him to unleash something rather powerful. Something beyond all mutants and all humans, but it had been a rather long term process to find the right combination of DNA to unleash this force.

Yet, he would wait. Immortality allowed one the ability to refine certain virtues. One of those virtues was the ability to manifest a certain degree of patience in the face of adversity. As of right now, he would kick back and enjoy these two marvelous creations tear into each over.

Two Spider-Men left, one Spider-Man would remain and the other would be harvested. Sinister did not blink, to not miss a minute of this epic struggle of two titans.

* * *

X-23, Rogue, and Iron Spider shifted in the shadows towards a loading dock. They had managed to hitch a ride to a remote island pretty much out in the middle of nowhere. The three girls walked around, in the shadows. The rest of the X-Men were safely back in the mansion, but they spotted Harpoon and Blockbuster who celebrated the fruits of their labor, with a nice drink.

"We can take them easily," said X-23.

"Not without a plan, we aren't," said Gwen, and Rogue helped her restrain the young girl's arms.

"Let me go," said X-23 struggling against the grip of Gwen and Rogue. Yet the two girls were firm, and would not let go. "You two, you overcomplicate things by thinking a bit too much. Sometimes you just got to let things go naturally."

"Sometimes yes, you don't need to think," agreed Gwen. "But if you go with the flow, you're going to get taken down with it."

X-23's face contorted into a nasty look, and the girl placed her hand on the side of her face impatiently.

"Did you read that one off of a fortune cookie or something?" asked X-23 in a disgusted manner, but she stood still, albeit reluctantly.

"Quiet, someone's coming," hissed Rogue, and immediately, the three girls crouched down.

Riptide walked by, but the presence of the new arrivals was gone unnoticed by the mutant. It was a tense few moments. Rogue peered over the side of the crates, and tried to scope out the situation. Yet, she found the Marauders gathering around.

"No one gets inside that lab, until Sinister says," said Harpoon.

The other two nodded.

"Who's going to get inside?" asked Blockbuster in a gruff voice. "We already stomped all of the X-Men into a paste, and left them for dead. No one knows where this place is. Do you think some door to door saleman's going to come here, and ring us up?"

"Hey, no need to get smart with me," said Harpoon. "Because, it doesn't suit you, and because Sinister will harvest us for DNA if we allow anyone to slip by."

"Cover your ears," whispered Gwen, and she aimed one of the armors gauntlets. X-23 and Rogue did as they were told.

A loud sonic blast rang out, and it caused all three of the Marauders to stagger in absolute agony. They moved around, to try and gain a better idea of the source of the explosion. Blockbuster overturned crates and tried to locate his prey. The large mutant moved around to the side. A loud crack echoed a moment later.

Blockbuster fell to the ground knocked out from a blunt force trauma to the head. Rogue slid the bloodied cinderblock out of the way. Harpoon threw an explosive weapon into the distance, but X-23 rushed at him. Harpoon screamed in absolute surprise. The claws sliced through his weapon and X-23 flung him hard into the ground. He then was smashed into a set of crates. Splintered wood was sent in every direction.

Riptide rushed in and began to spin, but was blasted before he could even start. He flew hard to the ground, and electrified webbing wrapped around him. He could not spin his way out, and X-23 knocked him out. She motioned for Rogue and Gwen to join her. The two girls did so, and they stuck to the shadows, out of the view.

Gwen pointed to a camera near them. X-23 was boosted up and her claws jammed into the camera. The trio moved around the side to an entrance that X-23 had pointed out to them. The security lock seemed to ensure that no one could simply break down the door, but Gwen pried open the box and uplinked it with her armor.

"Do you think you can hack the lock?" asked Rogue.

"Yeah, I think I can," said Gwen.

Determination was on her face. She continued to dry and decrypt the number secrets. It was tough, it was a challenge, but what was life without a few challenges. It did not seem to be one worth living at all. X-23 and Rogue waited impatiently, and the doors slid open a moment later.

"See, piece of cake."

"It won't be cake if Sinister catches us," said Rogue. "Mystique should be around here somewhere."

"She's hanging out in the main lab area," said X-23, but Gwen pulled them into a closet.

Sabretooth made his rounds around the hallway. He stopped suddenly, and sniffed inside the closet. He pulled open the door, and Rogue did the only thing she could think of. She removed her glove and tapped Sabretooth draining his powers. He slumped down the ground, out like a light.

"He's out, right?" asked Gwen.

"Yeah," said Rogue. "I'm going to be coughing up furballs for a week, but he's out. And he knows where Mystique is, and where Spider-Man is too. So, we got to keep moving, and stomp both Sinister and Mystique."

Gwen frowned.

"Do what you have to do to find Mystique, and tell me where Peter is," said Gwen.

Rogue took a few moments to make sense of the memories she lifted from Sabretooth's tortured psyche.

"Main lab, Sinister's pitting both him and the clone against each other to see who the stronger one is," said Rogue, and Gwen nodded, before Rogue paused. "It's just about as bad as we feared…third door to the right, on your left. There are traps, be careful."

"I'm careful, don't worry," said Gwen.

Yet, Gwen closed her eyes. The sounds of combat could be heard nearby, and she hastened her movements towards the main lab area where the battle commenced inside.

* * *

The stalemate faltered slight. One of the Spider-Men looked to be a bit winded from the attack, but true to his character, he was unable to stand down. Spider-Man rushed his double, but the double blocked his attack, and both continued to jockey for some kind of position. Neither backed down, neither gave the other any room to breathe not even for a second.

"Why don't you give up?" asked Spider-Man through the struggle. "You'd save yourself a lot of humiliation later…trust me….you're the clone."

"I'm beginning to think you're the clone, with the ego that's slipping into your taunts," said Spider-Man, and he pushed his enemy back. "I mean, there's just something about your words that just drip copy."

"Could say the same thing about you, pal," said Spider-Man. "We could go around in circles about this, but I prefer to take you down and sort this out. I'll deal with Sinister."

"Yeah, you're definitely the clone," said Spider-Man. "No matter what Sinister did, he couldn't create an exactly perfect duplication of me. Physically yes, perhaps in the combat style, but my mind is my own. That's one thing you can't fake, experiences. But you're like me in many ways."

"I've…got to be real," said the other Spider-Man in desperately, but the realization hit him. "No, Sinister's done something to me, he's scrambled my mind. You're playing your part well…"

"The most common animal is the rationalizing one," said Spider-Man, but the clone rushed forward and tried to kick his attacker. "You're less sure of yourself. You have my powers, but you realize that the experiences that you have, they ring a bit hallow maybe? You can't deny it any longer, you're the copy, I'm the original."

The duplicate closed in and attacked Spider-Man, before he began to punch the web slinger in the face repeatedly.

"I…AM…REAL!" shouted Spider-Man.

"Oh yeah, you're real, I can feel you're real," grunted Spider-Man, but he pushed his opponent off. "You're not original, but you can be something of your own. Just help me bring down Sinister."

"What if neither of us is real?" asked the clone. "What if we're just clones, and the real Spider-Man is festering somewhere in a hole."

Sinister laughed as he overheard this.

"It's…stop trying to confuse me with what ifs," said Spider-Man.

"Now, that's got you wondering, hasn't it?" asked Sinister. "Perhaps the real Spider-Man never left this lab all of those years ago, or perhaps he did. Perhaps the real Peter Parker has been gone for longer than he thought, or perhaps he was there all along. You don't know that, now do you?"

Spider-Man looked up at Sinister.

' _No mind games, he's trying to get inside your head,'_ thought Spider-Man, but his thoughts lacked conviction. _'No, it's Sinister, he'll try to twist around everything you think you know. Just power on through, and get him."_

The clone rushed Spider-Man immediately, but the web slinger deflected the attack, before he pushed him back.

"You know you're the clone," said Spider-Man.

"I don't know that, something's very wrong," said the clone in desperation, and he tried to shake off the doubts. "And even if I was a clone, how do you know you're not one?"

Both web slingers circled each other, and they both tried to tug at each other's mask. Both pushed off simultaneously, and were sent flying. One of the Spider-Men smashed open a case, and goo that signified the failed prototype escaped. It slowly moved around on the floor, out of sight.

Both web slingers had more pressing matters to worry about. Their rumble continued, but the doors blew open at this point. Both ceased their fight, and Gwen stopped, and paused.

' _Yeah…one of these has to be the real him,'_ said Gwen and she thought hard.

"It's me, Gwen!" yelled Spider-Man, but the other one attacked him from behind with fierce brutality.

"Don't listen to him, this is the imposter…" stated the clone, but Gwen knew immediately which one was telling the truth.

She blasted the clone hard into the chest with a repulsor blast. She had to shut her eyes to do it, and that was the hardest thing she ever had to do. Gwen rushed over, and grabbed Spider-Man.

"How do you know I'm the real me?" asked Spider-Man, but Gwen pulled his mask open and lifted up her visor, before she pulled him into a kiss. She broke it.

"You're real, a good girlfriend would know if she's kissing a clone," said Gwen firmly, but Sinister stood above them. He started clapping slowly.

"So the spider was saved by its mate," said Sinister, as he continued his slow and sarcastic clapping. The grin was one that both Gwen and Peter wanted to wipe off of his sadistic face. "Sabretooth, Vertigo, Harpoon, Riptide, my Marauders, all of you come to me!"

There was a pause, but no one came.

"Oh, I'm sorry, we knocked out your Marauders, and you better look behind you if you know what's good for you," said Gwen, with a smirk underneath her helmet.

Sinister looked down at her. He chuckled.

"Please, I've been around the block more times than you could imagine, child, and I shall not fall for that particular trick."

X-23 had snuck up the set of steps and broke open a glass window behind Sinister. Immediately, the mutant rushed in and stabbed Sinister with her claws. Sinister staggered, but knocked her back.

"You were foolish to come back here after your failure, Laura," said Sinister, and another energy blast knocked the girl back once again. She tried to push herself back up to continue the fight, but Sinister continued to advance on her. "But, your DNA will live on and the next one will be more obedient and less prone to failure."

Spider-Man climbed up the stairs, but Vertigo showed up to block their path. Her powers kept both Spider-Man and Gwen back, and the clone got back to his feet as well.

"The clone has failed, take care of it as well," said Sinister without remorse.

"So you knew," said the Spider-Man clone, and he looked up at Sinister, but he was caught in the wave by Vertigo.

"Yes, I knew," confirmed Sinister, his voice dripping with pure malice. "And now that you know, none of you three could be allowed to leave here alive."

' _Somehow I knew he was going to pull out that particular villain line,'_ thought Spider-Man.

The web slinger tried to ignore the splitting headache he was feeling, but it was rather difficult to do. Even the built in protection of the armor could not cancel out the complete dizziness that Vertigo's powers caused.

* * *

Mystique waited. She noticed the security was hacked, but that was Sinister's problem and not hers. The woman spun around and she turned to face Rogue.

"Hello, Rogue, it's been a while," said Mystique in a casual tone of voice.

Rogue's fist tightened, but she restrained herself.

"Not nearly long enough," said Rogue.

If Mystique was bothered by Rogue's cold tone, she did not show it in the slightest.

"You were foolish to come here," said Mystique, and she reached for a weapon. "I don't want to hurt you."

"Oh, and why the about face now?" asked Rogue. She advanced a step forward on Mystique. "All of these plots against the X-Men, the time you tried to use me as a weapon against them. How you tried to turn me into a drone for you and your cause? And you've made a deal with Sinister. You might have broken me out of that cell, but don't pull the card that you care on me."

"I do…you might not think of it, but I do," said Mystique. "It was me that brought you in and gave you a home when you were younger. Remember, when you were abandoned by your birthparents."

Rogue stopped suddenly, and some hazed memories reflected back to her mind. That did not alleviate the situation, rather it was escalated, and she reached forward to grab Mystique. The blue shapeshifter was shoved against the wall.

"If you took me in, that means you also allowed SHIELD to nab me, I spent years in a cage," said Rogue.

"I had no choice," argued Mystique. "You should know that, it was either Fury or Sinister. Fury putting you in the cage was the lesser of two evils. I came for you eventually."

Rogue snorted at that statement.

"Yeah, you came for me, when you needed me. Don't try and play games with me, Mystique!"

"I raised you like a daughter," said Mystique. "I treated you like one…but never mind, I'm not the real reason why you're here. I'm just an excuse. You're here for him, aren't you?"

Rogue's face contorted into an expression of confusion.

"Yes, I can see it in your eyes, you can't hide it from me. I don't even know why you bother carrying a torch for him, for Spider-Man."

"He's my friend, nothing more," said Rogue.

"Yeah, denial, that doesn't serve you well, Rogue," said Mystique with a slight chuckle. "Of course, it might be better to deny it to yourself, because it will never happen. He has a girlfriend that he's all but married to, and you can't even hold his hand because of your powers. Just face it, you will always be lost, but I'll be there for you. I can never be anything, because as a shapeshifter I can turn into anyone. So really, who am I? You don't even know, do you Rogue?"

Rogue's anger flared at this minute.

"You're trying to get inside my head, and it won't work," said Rogue. "You only saw me as a means to an end, and making a deal with trash like Sinister…that just proved your true colors."

"I regret the deal, but I made it for all of the right reasons," said Mystique.

Rogue shook her head.

"No you didn't, you made it for all of the wrong reasons. You made it to save your worthless hide!"

"Go on then, absorb my memories if you don't believe me," said Mystique coolly, before she added, in a bit more arrogant tone. "Or are you still that scared little girl who can't handle the truth."

Rogue stopped and gave Mystique a look of deepest hate.

"You're not worth it, my friends could be in trouble, I need to rescue them," said Rogue.

"They're not worth it Rogue, save yourself!" yelled Mystique.

Rogue ignored this woman calling after her. A dozen thoughts went through her mind, even more so than usual, but she hastened her movements towards Sinister's lab.

* * *

"And you know what the most amusing thing is about this."

Sinister asked this question immediately.

"The fact you actually go out in public with that face," managed Spider-Man in a strained voice and Gwen lifted an arm.

She could not blast Vertigo. That point of attack was out of the question, but she could get the steps underneath the mutant. The steps cracked, and rumbled underneath her. Vertigo collapsed through them, and X-23 got up to take advantage of the distraction, before she put Sinister through a glass pod!

"Me and you!" growled X-23, but Sinister hurled her off with a telekinetic attack.

"Please, as if you'd be able to stop me," said Sinister, but Spider-Man kicked him in the face in the middle of his taunt.

Sinister turned around and faced his attacker who stood, determined.

"You and I, Sinister, let's see if the creation has outstripped the creator," said Spider-Man.

Sinister looked amused, as if Spider-Man was just a mere curiosity.

"You're out of your league, Spider-Man," said Sinister.

Spider-Man flipped into the air. This motion allowed him to dodge the first incoming attack.

"Yeah, maybe," said Spider-Man. "But if I had a dollar for every time some villain said that to me, I'd be a very rich web slinger."

Sinister studied his prey, and maneuvered him for the best form of attack. Spider-Man remained on his feet, and refused to back down, even for a second. The web slinger could not be compromised for even a minute. If he backed off, that would be it for him. Sinister was done toying with him.

Spider-Man dodged an attack, but the clone rushed up the steps this time, and nailed Sinister with an uppercut punch.

"So deciding to finally work together?" asked Spider-Man.

"Yeah, we have nothing left to lose," said the clone, and he jumped up, but Sinister blasted him down.

"Only one thing left to lose," said Sinister, but Spider-Man nailed him.

X-23 rolled over. The sounds of combat washed over her, and she rubbed her temples. The mutant got up to her feet, and rushed Sinister, but Sinister blocked the attack.

"Time to rip apart the DNA, and start anew," said Sinister, breathing immediately, but Rogue turned up at this point, and knocked the deceitful Darwinist into the wall. The girl removed her glove instinctively, but Sinister just offered her a sadistic laugh. "Is that what you really want to do? Do you want to drain my power? Experience my memories in all of their glory?"

Rogue paused, and that was enough for Sinister to blast her away. She landed on the ground, and Gwen found herself sent down the stairs as well. Sinister advanced on Rogue, but a bullet shot him in the back of the head from a ledge across from his lab.

The mutant staggered for a minute, and rubbed the back of his head. This allowed both versions of Spider-Man to send him crashing down outside of the window.

"Arclight, you're the only one left," said Sinister calling for his last Marauder.

"Base destruct sequence initiated."

Sinister looked up and saw Miles Warren at the console, pressing several buttons.

"Warren what are you doing?" asked Sinister.

"Evolving," said Warren, and he took a briefcase that Sinister left on the desk. "I have everything that I need with me, and I don't need you anymore."

Sinister staggered, but Mystique leapt down to attack Sinister.

"Let go of me," managed Sinister, but the roof began to collapse down.

X-23 pulled Spider-Man out of the way, while Rogue helped Gwen. The clone remained on the other side of the debris, and Spider-Man picked up the bag he had with him when he was jumped.

"We've got to back, and get my twin," said Spider-Man.

"No, there's not enough time!" yelled Rogue.

"He's just…I understand, but you've got to come with us, I can't lose you," said Gwen, grabbing Spider-Man.

Spider-Man tried to pull away, and reach out for the clone immediately. Mystique seemed intent on dragging Sinister down with her.

"You fool, if this lab goes up, it could take both of us out," said Sinister.

"Well, I'm going to die happy, then," retorted Mystique.

The clone shoved Spider-Man out of the way.

"No, listen, you have a life, I don't know, but I'm injured, and you can still be free," said the clone, and the reactor off to the side bubbled. "I'd only slow you down."

The web slinger tried to offer protests, but realized that he would have said the same thing had the situation been reversed. The clone shoved Spider-Man out of the way, and Rogue and Gwen grabbed him. X-23, Gwen, and Rogue escaped, as Spider-Man made sure his bag was secure on his shoulder.

They made it outside of the lab, and seconds later, the lab went absolutely sky high.

Everyone looked at each other. None of them dared say that there was no way anyone could have survived what happened, because they all knew better. Gwen, Rogue, X-23, and Spider-Man all left the island immediately on the transport they borrowed. The Marauders all were missing in action.

* * *

The long day ended, even if it was well after Midnight. Both Peter and Gwen collapsed on the couch, with the old standby of TV dinners, because it wasn't like either of them felt like cooking after the day they had both gone through.

"So, what do you think happened to them?" asked Peter.

"I really don't know, Peter," said Gwen taking a deep breath and pausing. "They're…well they could have survived. It's not like anyone is going to find any bodies…what about your clone though, do you think he survived?"

Peter shrugged. At this point, he had no idea.

"I think everyone will be okay after what the Marauders did at the Institute," said Gwen.

Peter breathed a sigh of relief.

"What about Laura?" asked Peter.

"She's coming to terms with what happened to her I think, give her time," said Gwen.

The two sat and ate their very late dinner, which might as well be breakfast.

"Sleep, our greatest enemy, I think," said Gwen with a yawn.

"Yeah because it seems to be eluding us," said Peter, and Gwen and Peter walked forward in a daze, to their bedrooms.

' _Somehow I don't think the nightmare of Sinister is over,'_ thought Spider-Man. _'What really bugs me is why Warren did what he did. I suppose we'll know eventually."_

Peter and Gwen exchanged a good night kiss, before they crawled into bed with each other. After the day they had, sleep was welcomed.

From Peter's bag on the floor, black goo slithered out of the bag. Peter slept on peacefully, but it trailed up the bed. The symbiote sensed a kindred spirit, and made its way up, to bond with this one.

Peter was half awake, but before he could realize anything, the symbiote latched onto his face, and began to slowly take over his body, unknowing to either person in the room.

**To Be Continued in the Next Arc Symbiotic.**


	113. Symbiotic

_Chapter 113, of 116 of the Spider-Man Chronicles._

**Chapter 113: Symbiotic.**

Light flooded the kitchen in a nice little cozy house in the suburbs. The last day had been a rather trying one, and the two occupants in the house were just a couple of weeks before starting college at Empire State University. Gwen walked into the kitchen first with a smile. She wore a black headband, a tank top, a jean skirt, and sandals because of the hot weather outside.

' _Yeah likely not the best time of year to go without air conditioning,'_ mused Gwen to herself. _'But the bill is murder. Hopefully I can get this done before Peter gets up out of bed. He had a rough day yesterday, with the clone.'_

Gwen fixed breakfast. Thankfully, she did not burn it like she did the first time when she cooked sausages and eggs. The blonde haired eighteen year old woman moved around, but she felt a pair of hands on her waist.

"Something looks good."

Gwen turned over her shoulder, and looked at Peter, with a strained smile.

"Thanks, it's tricky to cook this most of the time," said Gwen with a sigh. "But I got it. Just got to keep the oven regulated, and we'll be good to go. It's just like a science, isn't it?"

"Yeah, like a science," agreed Peter, but he spun her around. He grabbed Gwen by the shoulders, and held her close to him. "The food wasn't what I was talking about, Gwen. The something that looks good was you. You're absolutely beautiful, and I want to be with you all morning and all day."

Peter pulled Gwen into a deep kiss. Gwen returned it. He was in quite the mood this morning, and his hands roamed over her body. She sighed into the kiss, and pressed against him. The two leaned back and Peter pushed Gwen onto the chair. He pulled back, with a slight smile on his face. He pulled the food out and dished it out.

"For you," said Peter.

"Peter, I was going to do that, you know," said Gwen, and Peter just responded with a smile.

"Yeah, I know you were going to do that, but I wanted to do it. Plus the sooner we eat, the sooner we can get onto more pleasurable things."

Gwen raised an eyebrow. She slowly began to eat the food that Peter dished out. She reached over, and gulped down some orange juice. This new found confidence that Peter had this morning…well it was interesting. She would be lying if she didn't like it a little bit, but it did in fact concern her a little bit. Just a tiny bit and she looked at him.

It was a few seconds before Gwen decided to speak her mind.

"You're in quite the mood this morning," said Gwen with a smile. She chose her next words carefully. "Are you sure nothing bad happened to you yesterday at Sinister's lab?"

Peter folded his arms, and eyed her with a smile. "No, I felt a bit tired last night. But when I woke up, I felt much better. And I just remembered how much I'm attracted to you. Your beauty is amazing, but your intelligence, it's something far greater."

"You know, Peter, you don't have to praise me," said Gwen.

"I don't have to, but a woman such as yourself should be worshipped," said Peter.

' _Odd,'_ thought Gwen.

"I mean, what is a king without his queen," continued Peter.

This little statement caught Gwen off guard.

"Oh, and would you like some toast your majesty?" asked Gwen.

"Yes, thank you," said Peter, and he leaned forward to take it. "Your special Gwen, don't let anyone tell you any different."

Gwen continued to try and figure out what happened to Peter. He seemed rather overly praising to her, almost as if he wanted something from her. Or did something rather bad that he was trying to cover up, but Gwen was at a loss to think about what that could potentially be. Not for any lack of trying, she tried to rack her brain over and over again.

Peter moved over, and got up to his feet. His gaze fixed on his girlfriend.

"Your lips are full and beautiful. Your eyes are lovely. Your hair is thick and perfect. Your figure is…well you are a babe, Gwendolyn Stacy."

Gwen blushed a little bit, and Peter ran his hands over her body, to emphasize his point.

"Our children will be beautiful," whispered Peter to her.

Gwen was caught completely off guard. "We're…getting a bit ahead of ourselves aren't we, Pete? We've got college, and we've got…well we've got other things."

Peter kissed Gwen at that moment before she could say anything else. Gwen could not help but return the kiss. Their arms wrapped around each other. She melted into his arms, but a nagging voice in the back of her head kept hinting that something was a bit off.

Peter leaned her back onto the table, and continued to kiss her heatedly. Gwen felt herself powerless against him, and she kind of liked it. It was a change. He was always the reluctant one, a bit of a gentleman. She had to take charge, but Gwen found this new and improved Peter to be an experience.

Of course, she loved him regardless, and Peter's fingers worked underneath her skirt. Gwen grew rigid.

Peter broke up, and whispered into her ear. "Would you like it if I web you to the ceiling, and I take you, my mate?"

' _Mate, what's this…oooh that feels good,'_ thought Gwen, distracted a little bit at the attention her boyfriend was giving her.

The radio playing in the background interrupted the music with a special news bulletin.

"Just earlier this morning, Hammer Multinational was broken in by a gang of high tech thugs. Several employees were found beaten, and one item was stolen from a vault. A high tech power source was stolen. No one saw who any of the suspects were, as they were wearing masks. Their technology was state of the art, and security could not match the tech these thugs wielded."

Peter broke off his efforts, a bit annoyed, and Gwen shook her head. Both thought the same thing.

"That sounds like the Master Planner gang," said Gwen.

"I thought I took care of them months ago," said Peter. "Well, shouldn't that be the police's problem. I mean, I could take care of it, but I'd rather be here with you, Gwen."

Gwen sighed, and she looked at Peter. "I'd rather you be with me, as well always…but you wouldn't be able to live with yourself if you let innocent people get hurt."

"But, I don't want you to get hurt, by missing me," said Peter with a slight smile. "And I'll get over it. It's not like I could save the entire world. What if I'm wasting my time saving them? They're precious and fragile, aren't they?"

"You should protect them anyway, that's who you are," said Gwen, and she gave him a reassuring kiss. She broke off the kiss. "I'd would like it if you were around more often, but I understand. Peter, Spider-Man is something that is a part of you, a part that I fell in love with."

Peter looked at her, and cupped her face, before he gave her another passionate kiss.

"For you, I'll beat up the bad guys, and only for you. I'll stop this scheme. Don't worry, Doctor Octopus won't ever hurt anyone again."

"Yeah, good, you'll bring him in, and he'll finally be brought home behind bars," said Gwen breathlessly.

Peter nodded, and gave her another kiss. He moved off and Gwen watched him leave. She tried to puzzle together the enigma that was Peter. Something seemed rather different about him today.

Her eyes narrowed, and she noticed something rather peculiar as he swung off.

' _Is he wearing a black costume,'_ thought Gwen.

She wasn't sure, and it seemed like a trick of light. As far as she knew, Peter did not even own a black costume, and it didn't suit him at all.

Gwen cleared up the table, and went off to her daily tasks. She could not shake the feeling that something was kind of wrong.

* * *

Spider-Man swung high over the city streets. There was something about this new suit that made him feel good. Only a small echo in the back of his head wondered where it came from, but it was squashed by the new emotions he felt.

He had never truly felt so free in his life. It was almost like all of his inhibitions had been squashed out. This is what he could have been, had he allowed himself to be like that. He spiraled around high above the ground, and dropped down.

No one was ever going to get the better of him again. Something about that, it made Peter feel good. Spider-Man was now stronger than ever before. The only thing that annoyed him was these criminals kept imposing on his private time with Gwen. She was his perfect mate, and would be able to breed strong, healthy, and smart children. They would be prodigies.

At this moment, Peter dropped down on the ground. He took a deep breath, and spun around on his heels. The web slinger heard the sounds of a break in nearby. Gritting his teeth, the web head slid on the ground. He scaled the wall, and peered down on the ground.

Sure enough, the Master Planner gang showed up. They all moved around, trying to find a way to sneak around with a crate. Spider-Man could not tell what they were doing, but he decided to break up the party.

A loud resounding crack echoed and one of the thugs dropped down to the ground. The web slinger moved around, and aimed his wrists.

Black webbing spun around the thugs. He tugged the webbing, and their heads cracked together.

A series of high impact blasts resounded, but Spider-Man blocked it.

"Get the web head!"

"Yeah, you might have been able to beat me, when I was weaker!" yelled Spider-Man roughly, and his fist impacted an enemy hard in the face. The gang member dropped to the ground. His jaw busted and he was bleeding immediately. The web slinger ran up the wall, and jumped down at his enemies.

Two Master Planner gang members were plowed down easily by Spider-Man. The remaining gang members tried to escape, but the web slinger shot black webbing around them.

' _Suit makes its own webbing,'_ thought Spider-Man. _'How did I ever live without this thing, I'll never know.'_

Spider-Man smashed the gang member in the head. The cops showed up, and the Master Planner gang was strung up.

The web slinger just snickered.

"Freeze Spider-Man, you're under arrest," said one of the officers.

"Under arrest, me?" asked Spider-Man. He laughed, but he continued in a rough voice. "You don't get it. Without me, this entire city would be a crater in the ground. If you had any respect, you'd build statues in the park for me and worship me. You'd worship me. You'd show me the respect someone like me deserves."

The guns were pointed on him, but Spider-Man shot black clumps of webbing from his suit. The guns stuck against the wall. The web slinger turned around, and swung off. The police tried to go after him, but the web slinger moved around.

"Go, I think a donut shop is having a three for one sale! That's about all you cops are good for. Just bring them in when I knock them down, but otherwise stay out of my way."

The new and improved Spider-Man swung over the streets. He heard a few half-hearted protests. He held himself back from killing the Master Planner gang, even if a haunting voice in the back of his head told him that it would be the right thing to do. The web slinger crushed a couple of skulls, and really that's what he had to do.

Spider-Man moved around. He would find Doctor Octopus. He would have to crawl out underneath that rock eventually. The web slinger had a twisted grin. The new and improved black Spider-Man continued to patrol the streets, searching for criminal activities.

They better pray that he would never find them. He was done playing nice with these criminals that killed countless people. He was no longer going to be a friendly neighborhood Spider-Man, because that brought him nothing but people pushing him around.

The web slinger moved off, and saw another group of gang members. He would offer them more of the same.

A Spider-Man free of any inhibitions proved to be a dangerous one.

* * *

A dark laboratory deep in catacombs underneath the city was the lair of Doctor Octopus. The scientist's body was crippled from the radiation poisoning, but his robotic limbs remained working. The metal clicked together, and he raked them against the wall. The sadistic scientist moved up, and he could have sworn that another few members of his gang were back soon.

He heard a radio announcement that Spider-Man had engaged several members of his gang, and had beaten them severely.

Rage flooded the face of the good doctor. He smashed a cinderblock with one of his arms.

"It always comes back to you, doesn't it, arachnid? Time and time again we continue our dance. But we have not finished it. My body might die, but one thing I want is my revenge on you. I'll bait the trap, and bring you here. I may have only days to live, but I'll die happily."

Doctor Octopus looked at the bomb he completed. The bomb was a scientific marvel. The shockwave would destroy all organic life in New York, thus leaving in permanently inhabitable. It was incomplete, but it would do the job once the final components were gathered.

Soon his mission would be completed. The good doctor waited. He rested on his robotic limbs, and would soon continue his plan. Doctor Octopus would have his vengeance.

* * *

Spider-Man peered out from behind a railing. More members of the Master Planner gang moved in. They were a fraction down to what they were before, and Spider-Man planned to take them out immediately. They spoke in absolutely hushed tones, and crowded around a crate. Without a word, Spider-Man swung down, and faced the entire gang.

The web slinger swung a punch. Shot after shot dropped the entire Master Planner gang. The gang struggled to fight back, and engage the web slinger in battle. Spider-Man slid underneath the attack, and snapped the webbing around the ankles.

The fists of the Master Planner gang clenched together. "Get him!"

Spider-Man ducked, and dodged their attacks.

"Yeah, you can't touch me!" yelled Spider-Man.

The web slinger cracked them down across the back of the head. The gang dropped to the ground one by one by one. One of the Master Planner gang members pointed a large laser weapon at Spider-Man.

A clump of webbing was shot up into the gun, and it blew up, and sent the gang member crashing into the wall.

The remaining gang member tried to leave. Seconds later, he was strung upside down from the railing over a balcony.

He trembled, and Spider-Man talked to him. "Alright, pal, you and me, I might let you go easily, if you tell me where Doctor Octopus."

The gang member trembled and shook, and Spider-Man flicked him in the face. He teased dropping him, but he pulled him back up. He did this a few more times, and the gang member trembled in absolute terror.

"Alright, alright, don't kill me!" yelled the gang member fearfully.

"Well, then you better start talking," said Spider-Man roughly. "Or, my hand might slip."

He slid his hand down for emphasis. The hand of the web slinger twitched, and the thief stammered in absolute terror. The web line he was suspended from swung back and forth. Like a demented pendulum in the air, the thief was absolutely terrified.

"Okay, okay, yeah, yeah, sure, sure, I'll talk, I'll talk!" yelled the thief in a frantic voice. "The boss…remember the abandoned subway station on fourth?"

Spider-Man nodded, not even offering this scum one word.

"Yeah, well you go down there, take a right, and there's a tunnel," said the thief. "Go down an incline, and there's a set of catacombs. There's a secret lab in there, where the Doc has set up shop. That's where Octavius is. That's all I know, I swear."

"What is he building?" growled Spider-Man.

"I told you, I didn't know man!" begged the thief. "You can't do this to me, I have rights…"

"Not in my court you don't," interrupted Spider-Man viciously.

The thief wondered what kind of psychopath Spider-Man turned into.

"Fine, he's building a bomb, it's going to destroy everything. The boss, he's dying, but he promised us a way out of the city, if we help them. He'll kill me for telling you this, but. . . that's all I know, I swear!"

"You swear?" asked Spider-Man in a dark voice.

"YES!" screamed the thief.

He was about ready to sob from the absolute horror he was put through. He did not deserve to be put through this, not at all. The web slinger's hand swung back and forth, and he began to slip.

"You said you wouldn't drop me!"

Spider-Man looked at this worthless human. "No, I said I wouldn't kill you. This won't kill you. Put you in traction maybe, but it won't kill you!"

The thief dropped down the ground with a sickening crash. His limbs twitched and contorted in absolute agony. He could barely even begin to move. The web slinger peered down at him, and dropped down.

"Still alive, I keep my word, even if scum like you never do," said Spider-Man.

The control felt good. Now all he had to do was track down Doctor Octopus. He had the directions. The web slinger moved away from the scene of the crime, and he left the beaten members of the Master Planner gang down on the ground.

' _Soon, Octavius, just wait,'_ thought Spider-Man savagely.

* * *

An alarm sounded inside his lab, and Doctor Octopus twisted a dial on one of the machines.

"Ah yes, my arachnid early warning system," breathed the crazed scientist. "I wondered when you would show up. I wondered when you would foolishly blunder into my trap. If my calculations are correct, he should blunder in my lab, with a snappy heroic line right about now."

The doors busted open, and the two guards fell down. Spider-Man advanced on him, but Doctor Octopus remained absolutely calm and collected. He studied Spider-Man, like a specimen in a tank.

"Something's different about you, Spider-Man," said Doctor Octopus, and his robotic limbs lifted up. "That suit . . . it appears to be interesting. I cannot wait to peel it off, and . . ."

Doctor Octopus never finished his words. Spider-Man's feet impacted into his jaw. A crack resounded, and Spider-Man pummeled Doctor Octopus with savage fury. Ock knocked Spider-Man back, but the web head landed on his feet. Two of the robotic limbs shot forward. Spider-Man dodged an attempt to impale him, before he did a tuck and roll on the ground. The web slinger ran up the wall, and landed behind Doctor Octopus.

"You know, I'm sick of you and your games, Octavius," said Spider-Man in a rough voice, but the black webbing was deflected by the robotic arms. "Why don't you come quietly and no one needs to get hurt."

Octopus chuckled. He shot an attack at Spider-Man. The web slinger dodged another attack with swift precision, and rolled over on the ground. He rushed up the wall, and dodged the attack.

"You don't get it, this is the final battle between you and me," said Doctor Octopus, and he grabbed Spider-Man. "Thanks to our last battle this past December, I contracted a slow eating cancer that is killing me. Before I died, I had only two goals. One, your destruction, and two I would utterly annihilate this city."

"Wow, original, aren't you?" mocked Spider-Man.

The web slinger kicked off into the face of the mad scientist. He spiraled down onto the ground, and a heavy impact of web shots splattered Doctor Octopus. Octopus used his limbs to slice through the webbing, and smashed Spider-Man down, but Spider-Man twitched the limb, and kicked up at him.

"I've noticed something, Otto," said Spider-Man in a rough voice. "Your limbs, they aren't as strong as you thought. It would be a shame if you lost them."

Doctor Octopus tried to sliced through Spider-Man. The mad scientist would not be denied the blood being spilled of this pest that had dogged him. Spider-Man rolled underneath the attack.

"You will go down, new suit or not, I'm superior to you in…"

Spider-Man picked up Doctor Octopus by the limbs, and threw him down to the ground. Octopus winced, but his robotic arms remained working. A force field placed around his energy source prevented anyone from removing it prematurely. The battle commenced and Octopus tried to crack Spider-Man's arm, but the web slinger bounced off the wall and rebounded to try a takedown.

Debris shot into the air, but Spider-Man latched onto it with his webbing. He rocketed it back at Doctor Octopus. Octopus tried to destroy Spider-Man with his brutal attacks, but the web slinger scrambled across the flying debris and slammed the doctor into the wall.

"This ends now!" yelled Doctor Octopus, and he pushed Spider-Man off.

Spider-Man returned with savage fury. His face twisted into a sadistic grin. "For once, you and I are in complete agreement, Ock!"

Spider-Man picked up a cinderblock and tried to smash it into Doctor Octopus's head, but it was blocked.

' _Better dial it down…got to bring him down,'_ thought Spider-Man to himself, but another darker thought. _'No, this is the bastard that killed Gwen's father, one of the bastards. He'll kill the entire city if you let him! He deserves to be punished. He deserves to be ripped into . . . tiny pieces!'_

The bloodlust of Spider-man escalated. Doctor Octopus was a fierce opponent, motivated by revenge, and his own bitterness in his failures.

"You're kind of weak," taunted Spider-Man. "You tried to defeat me to elevate yourself, but in the end, you couldn't get the job done. Not with four extra limbs, you'll always be a pathetic scientist, and I'm glad you're dying."

This statement gave Doctor Octopus only the slightest pause. There was something rather unsettling about Spider-Man's attitude now. It was very much out of character, and the web slinger smashed through his attacks. Kick after kick rattled Doctor Octopus, but his robotic limbs shot out. The web slinger grabbed the robotic limbs, and pulled them up.

Due to the fact they were connected to them, Doctor Octopus could sense them being ripped and torn at. With his paralysis, that was the only sensation he could feel. The web slinger, in all of his black suit glory, pulled back with another firm tug, and tried to render his limbs asunder. Doctor Octopus refused to give up. He might have had the upper hand, but the multi-armed deranged scientist continued to push and pull out of the attack.

A large rip, and Spider-Man cracked him in the face. The web slinger fired one punch at a time. Rapid fire shots impacted his face, that staggered him, and Spider-Man pulled the bomb out from underneath the table.

"Hmm, I wonder what might happen if I pressed this button," said Spider-Man.

"You'd take us both out!" yelled Doctor Octopus.

The bomb was not completed, therefore it would not vaporize the city. The catacombs were an entirely different manner.

Spider-Man looked merely bored. He stared down Doctor Octopus. "I bet I'd survive. You can't scar me. You are not going to get me down that easily, not like that. Maybe you're bluffing me, you wouldn't lie to me, now would you? Let's find out when I press this button."

The web head punched the button when he said that particular word. Ock's eyes went as wide as saucers, as the bomb began to hum underneath him. The web head was insane, and going to take both of them down hard.

"Very well, we'll blow up in a matter of minutes, child," said Doctor Octopus, and his arms reached out immediately to grab Spider-Man. Spider-Man struggled underneath the attack. "But . . .at least I know the satisfaction of knowing I'm taking you with me straight with me!"

Spider-Man's face contorted beneath his mask. "No you won't!"

Doctor Octopus screamed, and Spider-Man's enhanced strength ripped one of his limbs from his harness. The robotic limb was flung hard, and Spider-Man moved in. His rage bubbled immediately to the surface. He grabbed the second limb on the top right, and tugged without another thought. An ear splitting shriek echoed, and Doctor Octopus was down to two robotic limbs.

He refused to go down, his determination was rather disturbing, and he tried to impale Spider-Man on his remaining robotic limbs. The web slinger dodged the fierce attacks once again. He slid around, and grabbed onto the limb. He grabbed onto the next limb, and gave a harsh tug. The limb ripped out once again from the super charged spider strength.

"I don't understand. . .you're not this powerful!"

One limb was left but Doctor Octopus made an honest attempt to put Spider-Man down to the ground immediately. The web slinger dodged around the limb, and bounced off of the wall. He moved back, and the final limb was grabbed. Doctor Octopus screamed in pure pain when the final limb was ripped from him.

Blood splattered to the ground. Normally that would bother Spider-Man, but for some reason he was numb to this man's plight. The fact is he remained on his feet, and strong, while Doctor Octopus remained weak. He had won.

' _Oh, the fun's over I think, just pick him up and get him out of here,'_ thought Spider-Man and he tried to move over to pick up Doctor Octopus before the bomb went off. A force almost pulled him back. _'On second thought, he was going to destroy the entire city. Wait what I am saying? He's a human being, a murderous one, but a human being none the less."_

Spider-Man's finger tips were on Doctor Octopus's prone and bloodied form. Ock looked up at him, with a barely conscious movement, but several lines of webbing shot out and appeared to pull Spider-Man back. The web slinger was caught unaware. He did hear what he could have sworn was a stray thought in the back of his mind.

' _I'm . . . going to take this matter into my own hands. He deserved it, deserved everything that he got from me. Deserves to suffer!'_

There was a pause, and the entire catacombs collapsed from the explosion from the bomb. Spider-Man's heart sped up, his breath rate spread up. He looked down, and pondered if there was still a minor chance he could have went back down there, and saved him.

Then, he wondered if he would have wanted to. The fact one of his most hated enemies would not be coming out there was a liberating feeling.

The feeling of liberation was followed by the feeling of guilt. Spider-Man promptly squashed that one. He pushed himself up, and out. He moved off into the night.

The word would spread. No one would ever dare mess with his city, or the ones he cared about ever again.

The next thought was shielded from Peter, but the symbiote that bonded with him cheered.

' **Yes, we feel it. It has begun, the true metamorphosis into the real Spider-Man. The last foolish remnants of Peter Parker will soon be purged.'**

Spider-Man swung back across the city, doing one more final patrol. The police moved into place, and went into the collapsed tunnel.

* * *

Gwen held a special evening edition of the Daily Bugle with trembling hands. She could hardly believe what she was seeing. Well, Jameson had always demonized Peter, but this seemed to be beyond his usual words. What he described was absolutely horrifying.

This article essentially said that Spider-Man had fled the scene of the crime. Eye witness accounts of gang members said that he tried to kill Doctor Octopus. Octavius was severely injured with third degree burns all over his body, and there was no way to know if he would be able to last through the night.

Gwen hardly could believe a word she was reading. Surely there was some mistake. She sat on the couch, in frustration, and the door opened. The footsteps indicated Peter was home. Peter entered the living room without another thought.

Gwen opened her mouth, but Peter grabbed her and kissed her full on the mouth. There was no remorse, no explanation, it was almost like he just went out for a swing around the block.

Gwen pulled away from Peter. Something was more than wrong. Something about his kiss was rather off. It was perfect, but almost artificially so.

"Hi, Gwen, did you miss me?" asked Peter.

"Um, yeah, I did," said Gwen, and she bit her lip to hide her utter dismay about what was happening. "It says here that you went out and tried to murder Doctor Octopus."

"No trying about it, babe," said Peter with a grin.

"You mean . . . you killed him," whispered Gwen.

"Let me see that," said Peter, but he took the paper. "The old bastard's alive, that figures. But he can't be alive for long. I'll go back and finish the job."

Gwen's breath quickened and her heart beat sped up. "How could you do this, Peter? Doctor Octopus. . . he might have murdered people."

"Including your father," said Peter.

"Yes, including him," said Gwen, closing her eyes. "But you're not him. Remember the lesson that your uncle taught you. With great power there must also come great responsibility."

Peter just chuckled.

"Yes that old line. Well that might have been swell when I was a naïve child, but I've gone onto greater things. You and I, our intelligence together, we could have a lot more. The world is our oyster Gwen."

"Peter, something happened to you, you need to see a doctor," said Gwen.

"I'm fine," said Peter, and he looked over his girlfriend with a slightly hungry expression in his eyes. "I'm really good right now. And I can make you feel real good right now."

Gwen managed to keep her head intact.

"Peter, you need help damn it!"

"No, I've got the help I need," said Peter, and he grabbed Gwen's shoulders. "I love you, and I want to make you something special. Can't you see? You don't need to slum it being some little girlfriend for a devoted and meek hero. You can be something more."

Gwen's eyes filled with frustration.

"I want you to be you, Peter. Not this!"

"So, you don't love me, do you?" asked Peter.

Shock did not even begin to cover what Gwen had felt.

"Of course I love you, I love you now more than ever before!" yelled Gwen.

"Then come find me when you've realized our potential, I'll be out, the night is still young," said Peter with a smirk that did not suit him.

Gwen tried to stop Peter from leaving, but she knew that she would never be able to. This did not make any sense. He had on a black costume, and that might have twisted him.

The girl looked down immediately, and saw a black thread that was moving. She rushed over and picked it up to put it in a vial before it could escape.

This was a piece of Peter's costume, and she could study it to find out what happened to him.

**To Be Continued in Desperate Hour.**


	114. Desperate Hour

**Chapter 114: Desperate Hour.**

Eddie Brock sat in the waiting room of a doctor's office with a scowl on his face. It was amazing the difference a few months made. About eight, nine months ago, Eddie Brock was the king of the world. He was a well-respect reporter at the Daily Globe, but now he had went from the penthouse to the outhouse. The fall had been rather painful.

The Daily Globe had gone under with debts. Brock had lost his car, and was about ready to lose his home. The credit card bills refused to stop coming, and the interest kept piling up. Brock really wanted to strangle someone, and the pains he suffered were just the tip of the iceberg. He visited the doctor, because he hoped that it would be nothing. Yet, given his luck, Brock felt he needed to know what was going on. He tapped his foot impatiently, and waited.

Doctors always made people wait these days. And he wished to know right away. Even if it was better or for worse, the young reporter needed to know. At twenty five years old, he felt his entire life was ahead of him. Brock leaned back, and the nurse walked out, a somber look on her face.

Brock looked angry at her. "What is it, it looks like someone died?"

"The doctor will tell you, Mr. Brock," said the nurse, and Eddie Brock got to his feet. His feet shuffled underneath him. He began the long walk towards the office.

For some reason, he felt like this was a death march. He could not shake the feeling that something was rather wrong. The doctor sat on a chair, and surveyed Brock over the top of his glasses. He clicked his tongue in a sad manner.

"So sad, but so common, I'm sorry, Eddie," said the doctor, shaking his head. He took a deep breath. "There is no delicate way to say this, but you have cancer."

"I can't have cancer!" yelled Brock, in absolute denial. His hands shook absolutely angrily, and he wanted to just scream. "I'm young, I'm healthy, this has to be a mistake! I was on top of the world, and now I have nothing. Nothing at all, and why was I not informed with this."

"You should have not ignored any warning signs," said the doctor sternly. "Now the cancer is terminal and there is nothing I can do. There are treatments, but they are expensive."

Brock flew off of the handle into a rage. "I DON'T HAVE THE MONEY! That's all you doctors want. You want to strip my banks accounts dry, just like everyone else. There's got to be a second opinion, another option!"

It was not the first time that this particular doctor had to alleviate an angry patient. It came with the territory after all.

"The tests took so long because we wanted to make sure," said the doctor, but Brock grabbed the doctor by the lapels of his jacket and slammed him against the wall. His eyes were filled with pure venom. "Sir, you need to calm yourself. You don't want to spend the last few years of your life in prison under an assault charge."

Brock snarled and resembled a rabid animal at this point.

"What do I have left to lose?" growled Brock. "It's all because of him. That insect, he ruined my life. He destroyed my hopes, my dreams, and I'm pretty sure he found a way to destroy my health!"

"It's no one's fault, these things just happen," said doctor in a reassuring voice.

Brock threw the doctor down to the ground. Security was called to subdue Brock. The young man was full of rage, but he managed to calm himself down to be taken off. Ever since Spider-Man came on the scene, his entire life just collapsed. Brock had misfortune after misfortune, except for the false hope of the Daily Globe.

He was escorted away from the medical office. He allowed himself to be moved off from security. Spider-Man watched, and dropped down. Brock was hacked off enough, so this did not improve his mood.

"You!" shouted Brock.

Spider-Man crossed his arms immediately. "Yes, me, you look like you're having a bad day, aren't you, Brock?"

"This is all your fault!" yelled Brock.

Spider-Man gave a slow, and kind of creepy laugh.

"My fault, it's my fault that you're kind of pathetic," said Spider-Man and he lowered himself down. He flicked Brock's nose. Security moved over to grab Spider-Man, but the web slinger jumped up out of their grasp. "Yeah, don't even bother. I'm quick enough to deal with any of you. And Brock, you're pathetic. I'm glad your camera broke all of those times. You didn't deserve the right to photograph me. You're just a sad little man with delusions. And I'm not going to waste any more time with you."

Brock folded his arms angrily and rushed to grab Spider-Man, but he climbed out of sight.

"You're out of your depth little man. We are not going to indulge you. Try and put your hands on us again, and we will rip your lungs out, Eddie Brock!"

The young man was taken aback, and Spider-Man continued to climb out of sight. Eddie Brock sunk down to his knees. He was cursing the day he ever met Spider-Man. The security from the office nervously backed away. Brock continued to storm away in a rage. It was a long walk home, with his car taken away.

Brock returned home, and he stopped at the door. On the door there was a piece of paper. He ripped the paper off, and held it in his hands.

' _An eviction notice,'_ thought Brock angrily. He crumpled the piece of paper in his hand.

He had lost everything he owned, and he would have to live on the streets. The words of Spider-Man taunting him echoed through his mind. That caused his rage to simmer in the back of his head. The thoughts of revenge continued to brood in his hand. He tore the paper into small bits, imagining he was doing it to Spider-Man. Brock threw the paper in the air and stomped on it.

Brock returned to his home, and sank down on the chair. It would be a few days before he was kicked out, and on the street he went. He seethed in his own bitterness.

* * *

Gwen sat at the table in the basement lab, and intently studied the sample of Peter's new black costume. While she did not have Reed Richards resources down here, the equipment SHIELD brought down there paid in dividends. The black thread tried to escape, as if it wanted to rejoin the rest of the costume.

Yet Gwen managed to keep it in place. Her eyes did not leave it. Not even for one single second, and Gwen prepared for her tests. Her teeth were gritted in determination. She managed to run a few tests, and tried to determine exactly what the thing that appeared to possess Peter was. She was able to determine one thing from her extensive test.

The thing that possessed Peter was a symbiote, for lack of a better term. It appeared to take him over far quicker than she could ever even imagine, which meant it was powerful. Another test revealed that it was partially derived from the DNA of Peter. Yet, there were more sinister origins behind the appearance of the symbiote. The blonde haired young woman continued to press through the results.

It was something that came from Sinister's lab. Gwen could not tell if it was something that escaped or something that the devious Darwinist had planted.

' _This is very confusing, especially the insane changes with Peter in just about an eight hour period,'_ thought Gwen. _'It removed his inhibitions, and brought out his darker side. If I had to make a hypothesis, it was a failed clone. A clone that decomposed, and it represents the dark side of Peter. His dark impulses, his most primal impulses, but it has to have a weakness. Everything has a weakness, and I just got to pick it out. Then I can help Peter. I know the real him is still in there somewhere, maybe fighting, even though that thing has a tight hold on him.'_

Gwen shook her head. Her mind was going a million miles a minute because of all of the theories that popped into her head. She placed a hand on the edge of the table, and put an eye up to the microscope. The black thread continued to move, and once again tried to escape. Gwen moved over a chemical on an open flame and the symbiote recoiled.

A smile spread across Gwen's face. It hit her immediately.

' _Weak to fire, maybe?'_ thought Gwen in a thoughtful voice. Sure enough the symbiote was aggressive, but then it appeared to be scared in the presence of fire. Gwen wondered if that thing had any other weaknesses.

There was only one way to find out. She looked at it, in surprise. The symbiote appeared to expand a little bit from the little sample she had. At first she thought she was seeing things, but there was no way around it.

' _That means its growing on Peter too,'_ thought Gwen, and she tried to keep the worry out of her thoughts. _'Can't afford to go to pieces, Peter needs you, keep on it Gwen, don't. . . lose your cool.'_

The symbiote expanding presented Gwen another opportunity. There was much more for her to study and find a way to help Peter.

* * *

A tired looking clerk sat behind a check out desk at a gas station. Suddenly, he found himself on the business end of a gun. Life came back into his eyes, as the masked gun man stuck the gun in his face.

"Give me all of your money, or I'll blow your brains out!" yelled the gunman in a rough voice.

"Okay, I'll do it, just don't hurt me," stammered the clerk.

The clerk opened up the cash register, and began to pile the money into a bag that the gunman had offered him. His hands shook. He was too nervous to even think to press the silent alarm. The gunman watched with a twisted grin, and he took the bag of money, before he rushed out before anyone could show up. He made his way to a running car, but stopped.

Spider-Man dropped down in front of his path. The gunman recoiled, but before he could react any further, a line of webbing shot out. The gun was yanked from his hand, and thrown across the parking lot. Spider-Man grabbed the gunman by the throat, and pushed him down against the wall.

"So, you decided to do a little armed robbery!" yelled Spider-Man, and his hands grabbed the wrists of the gunman.

"Let go of me, you insect!" growled the gunman fiercely.

Spider-Man slammed the gunman into the wall hard. The gunman winced, and he staggered from the impact. "That was the wrong thing to say, scum!"

The gunman twitched, and was unable to articulate one word. He was slammed against the wall hard again and again.

"You know what I hate about you petty thugs and your armed robbery," said Spider-Man, and the gunman shook his head. Spider-Man decided to elaborate. "It's always because of you that I have to waste my time going after you, when I could be going after the big guys. The real crime is the people I can't save because I'm busy stopping you punks from knocking off a cash register. It's a gas station or a grocery store or a bank, but you people make me sick. You don't kill anyone, but you commit a far worse crime."

The gunman was thrown hard onto the ground and Spider-Man wrapped his hands around his throat. He proceeded to strangle the gunman.

"Please, have mercy," breathed the gunman, and he tried to fruitlessly push Peter's hands away.

"WE DON'T HAVE MERCY FOR YOU!" yelled Spider-Man and his hands began to shake madly, and the gunman gagged madly. "People like you; you are the real criminals in the city. Along with the people in this city, who get in my way, and try and tear my reputation down with their lies. Despite the fact that Spider-Man has done more good for this city than every cop, every politician in this city put together."

The web slinger smacked the gunman around after releasing the choke. Spider-Man shoved him against the wall again, and continued to smack him a few times. The police arrived at that moment.

"You're going to jail, good, I hope you rot," said Spider-Man. "But here's something to remember me by."

One punch busted the gunman's jaw, and Spider-Man grabbed his left arm. He twisted it backwards, and the arm shattered with a sadistic impact. The gunman dropped to the ground, and gave a spasm immediately. His arm was broken, as was his jaw. Blood splashed from his mouth, and he had a few loosened teeth.

Spider-Man disappeared into the shadows. Day had broken, and the web slinger watched the gunman get taken away. Another criminal taken off of the streets, and he hoped that it would stick. For the first time, he wondered if he should have made it stick in a more permanent way.

' _If I dealt with these people a long time ago, this would not have happened, they would fear committing crimes,'_ thought Spider-Man. _'We are strong, we are powerful, we are dangerous. We could absolutely crush all in our wake, and stomp all of our enemies. There is no way anyone can stop us. The police can't stop us. The Avengers, The X-Men, The Fantastic Four, Fury, well they're going to have to make a choice. Time to step up, or get out of my way!"_

Spider-Man swung down and noticed a newspaper lying on the sidewalk. A closer look indicated that this was the latest copy of the Daily Bugle. The web head shot two black lines down to the ground and latched onto the newspaper. It was pulled up, and ended into the hands of Spider-Man. The web slinger read the paper, and his rage contorted.

' _Jameson again, saying I tried to murder Octopus, and I deserve to be hunted down for my own good,'_ thought Spider-Man, before pure primal rage took him over and overwhelmed him. _"That is not something that we deserve. WE WILL MAKE JAMESON PRINT A RETRACTION! Or he will suffer. This is the price for defying us. We're not going to take this lying down. We let him print his garbage, and his lies for years. BUT IT ENDS NOW!"_

Spider-Man swung over, but he stopped when he heard a group of young grade school aged children talking.

"I'm telling you, Spider-Man has lost his mind," said one of the children. "He is bad as the bad guys. It's not right what he's doing."

"I don't believe it, they have to be lying about Spider-Man," argued another child.

"Yeah, well he's been around the city. My older sister saw him in that new black suit. He's scary. No one should be around him. He should be locked up."

"That's not true. Spider-Man's a hero. He could never murder anyone. He's… people look up to him. They respect him."

The children continued to argue. Spider-Man watched them, an expression of confusion on his face.

"I'm telling you, I'm burning all of my Spider-Man stuff if he's turned bad. My older brother warned me he was nothing but trouble, but he beat Goblin and all of those guys. I don't know, he's just, I don't know."

Spider-Man was about ready to correct their lies in the only way he could. Something held him back however. He continued to listen.

"If Spider-Man has turned bad, then what hope is there for the world?"

Doubt flooded Spider-Man.

' _What am I doing?'_ thought Spider-Man. _'Am I turning into a monster?'_

Another harsher voice echoed in the back of his head.

' **NO. YOU'RE NOT TURNING INTO A MONSTER! WE'RE TURNING INTO SOMETHING THAT WE SHOULD HAVE BEEN! WE DESERVE THIS!'**

Peter Parker pushed back against the sadistic thoughts.

' _I don't know when I started having mental arguments with myself, or when I started using plural pronouns, but this isn't right. This isn't right at all, I've got to. . . oh my, it's the black suit, it's changing me, and not for the better.'_

' **No, no, we're unlocking your true power, and soon you'll be one with us. It is what you should have been. Your human emotions have held you back. But we will be strong. We will bring you to your true evolution, and soon everything that is Peter Parker will be locked away.'**

Peter struggled frantically, but the black suit exerted even more control over him than ever before. It was on auto pilot. The black suit forced more and more on him, and swung him off in the distance away from the hustle and bustle of the city.

' **We need to get you off to some place for the final bonding process. Then, we'll be together, and soon she'll be like us too.'**

' _Gwen…no I can't let you…'_

' **IT IS NOT WHAT YOU ALLOW, BUT RATHER WHAT WE'RE GOING TO DO!'**

The struggle within continued, and Peter Parker was trying to fight the monster that had bonded with him. He tried to take control of his body, to shed the black suit, but it was putting up a fight. It would not come off of him, no matter how much he tried, no matter how much he pushed, no matter how much he fought it.

The struggle continued and Spider-Man was swung across the city against his will. The fight commenced, but he made his way to a clock tower above the church. The web slinger was dropped down, and he tried to get away.

' **Relax, relax, everything will be okay. Everything will be perfect. Within forty eight hours, you will be whole again. And all will be fine. You cannot fight this, Peter Parker. You cannot fight this!"**

' _You'd be surprised what I can fight,'_ thought Peter mentally. _'Remember, this is still my body, I'm the one that it is control.'_

' **You've ceased being in control the moment where we hijacked your body. You went along with it, until you thought about it. But by the time you thought about it, it was too late. You're not going to fight it. We are going to control the city. The power will be ours. We are not going to go down without a fight, and the power will be ours!"**

Peter only half listened to this internal monologue, and tried to throw himself out the window, but the symbiote held him back.

' **Just relax, you won't feel a thing, and it will be over before you know it. We will be one, we will have power, and the city will be ours!'**

The futile struggle from within continued.

* * *

Gwen looked over the test results that she had put the symbiote sample through. Sunset was coming in a few hours, but she managed to figure out one careful thing about the symbiote. It was vulnerable to loud noises, sonics for lack of a better term. Gwen leaned back, and read more of the results.

A look of absolute dismay appeared on her face. The symbiote, due to it having similar DNA to Peter, was bonding with him at an enhanced rate. Therefore, he would not have much time left. Gwen pulled herself up immediately. She knew that there was a sonic disrupter on the Iron Spider suit, but that would only loosen the symbiote's pull.

' _If I can loosen it a little bit, Peter should be able to fight it,'_ thought Gwen, but she had no time to think about what would happen if that did not work.

She suited up, and moved out immediately. She had to find Peter, because if her calculations were correct, he did not have much time left.

Adversity tended to bring out the best of people, and cutting things close did as well. Gwen wondered if she would be able to find Peter before it was too late. Doubts could not be allowed to cloud her mind and distract her.

She had to succeed. There was no two ways about it. She flew in the sky, and searched for her boyfriend.

* * *

Eddie Brock walked with a purpose to the nearest church. The young disgraced photographer was not a pious man by any stretch of the imagination. However, times like this would breed some unexpected behaviors even in those who did not believe.

He saw his medical reports; the cancer would eat away at him over time. It would be slow and painful. Perhaps not as fast his credit card debts would eat through his credit rating.

' _All Spider-Man's fault, he ruined my career, my life, and my health,'_ breathed Brock and he walked inside the church. _'I'm not sure if anyone has been in this place for years. Budget cuts, even the house of the good lord has its financial problems, I guess. I'm not going to mince words, this situation is the worst I've dealt with in my entire life.'_

Brock thought about what happened. The moment he met Spider-Man, and when that upstart Peter Parker took his job. He gave Jameson some of the best years of his life, and it was to nothing. He found his feet at the Daily Globe for a while, but when Spider-Man put Wilson Fisk in prison, they lost their backing.

The young man was on his knees, and prayed to the heavens. He hoped that Spider-Man, Jameson, Parker, and everyone else who wronged him would suffer a horrific fate. They should suffer, just like he was suffering. He looked up to the skies, and he could have sworn he heard something in the clock tower.

His eyes closed. He wondered what would happen this time. Brock would die, miserable, but he lingered a while, and continued to pray for the means hurt his enemies.

* * *

Peter continued to struggle against the pull of the symbiote. The web slinger tried to push out of his containment. The web head tried to escape, and Peter continued to push himself against the attack.

' **WHY DO YOU STRUGGLE? DO YOU NOT KNOW THAT ALL WE WANT IS TO MAKE YOU STRONGER!'**

' _I am strong without you,'_ thought Peter. _'I am stronger without you. With you I'd be weak, you are weak, and you were a failed experiment. You might think you have me, but you will never win.'_

' **WHO IS GOING TO SAVE YOU! NO ONE CAN SAVE YOU! SOON WE WILL BE ONE! SOON THE POWER WILL BE OURS!'**

Peter refused to give in. He knew he was much stronger than this thing. He tried to fling himself forward, but he dinged the bell inadvertently.

The bell clanged and the symbiote recoiled from him. The scientific, sharp mind of Peter caught the meaning, and the symbiote knew so immediately. Web tendrils shot from the costume, and stuck Peter to the wall. The symbiote healed over him.

' **Just a minor annoyance, no more, we've seen we're going to have to keep a better hold of you. It would be a lot easier if you accepted us, but it is to be expected. All of your weaknesses have not been purged. Soon we will be one, soon we will have power.'**

Peter tried to pull himself up, and continued to pull and twist, and push his way out. The web slinger pushed his way out for a minute. He made a mad scramble towards the bell. The costume held him in place, but the window shattered.

Gwen faced him, with the Iron Spider armor on, and a determined look on her face.

"Gwen," managed Peter. "It's too late for me, it's taking over. I'm not strong enough."

Gwen gritted her teeth, and tried to dial up the right frequency for the sonic disrupter to loosen its grasp from Peter.

"You are strong enough!"

A sonic blast erupted, and nailed the costume. The costume retracted from Peter, enough for him to break through. He grabbed the bell with all of his strength, and it rang out. The loud sounds began to loosen the symbiote. Peter fought it with all of his might.

"Just about got it!" yelled Peter.

' **NO. THIS CAN'T BE HAPPENING!'**

It did happen, and Peter ripped the symbiote off of him. It splashed to the ground and tried to re-bond with its would be host. Gwen blasted it with the sonic disrupter. The symbiote gave an absolute shriek of agony, and it appeared as if it was destroyed.

Both of them stood, and Peter staggered. He nearly fell over, but Gwen caught him before he could hit the ground and hit his head. Gwen held him up, and her armor mask opened up. She looked at Peter, concern on her face, and arms wrapped around him.

"So are you okay?" asked Gwen, hugging Peter, and pushing his hair away from his sweaty, pale face.

"Yeah, I seem to be back to normal," managed Peter in a weak voice, and he looked at her with an apologetic expression. "Gwen, some of the things I said, I. . ."

Gwen put a finger on Peter's mouth to silence him. "That wasn't really you, Pete, I wouldn't worry. You know, that thing, I studied it. It was the darkest side of you. It had all of your powers, but none of your decency. None of the humanity that makes you the person that you are, and the person that I love."

Peter smiled, but it was a weak smile He suffered a lot, and the symbiote left him fatigued. The two managed to find a way home, despite everything that happened.

"So, Gwen, it's gone right," said Peter.

"It's off you Peter, I'm not sure if it's gone, but I hit it really good," said Gwen. "If it tries to attach itself to you again, we'll know what to do before you go all psycho."

Peter gave a slight smile.

"This is going to set my public relations back a bit, after I managed to rebuild a lot of my good capital."

"Comes with the territory," said Gwen. She paused, and smiled. "I seem to remember you saying that to me once."

Peter gave a weak chuckle.

"Still it's better to be liked than to be loathed by everyone," said Peter.

Gwen would have to agree, but that was beside the point. The two made their way home. It was a long last few days for both of them, but they hoped that they would get some much needed downtime. In some ways, they felt they deserved it.

It was good to be back home, although Gwen spent a bit of time checking Peter's bag to make sure nothing else came back from Sinister's lab with him.

* * *

Brock got to his feet and turned around. He would head home, while he still had a home, but immediately he heard something. His body tensed up, it was a cry for help. A cry for someone, something, anything to bond with it, before it was too late, but yet there was a promise of power.

Curiosity got the better of Brock. The young man took a few tentative steps forward. He waited, but in the light he saw a small black pool swirling around on the ground.

' **Eddie Brock, I sense your frustrations, and I sense a kindred spirit.'**

Brock was taken aback. His mouth was opened, but he was unable to articulate the words. Words normally were not a problem for Brock. Yet this time a problem presented itself, and Brock's eyes blinked and his hands reached forward. Yet something held him back from completely taking the plunge.

' **We can help you, Eddie. Help you gain the revenge. Help you gain acceptance. Help you gain love, from the world that has spurned you. We can have it all. All we need is one touch. One simple touch, and open your heart, your mind, and your soul to us. You will have power beyond your wildest dreams.'**

His hand twitched and he reached forward. Brock wondered if he should take the plunge. Immediately, the black goo beckoned him forward. One hand reached forward, and Brock reached forward it. He touched one finger to it, and it swirled around the finger. The symbiote moved on Brock's arm, and bonded with him. Brock could feel it. He could feel the power bonding with him. Removing all of the imperfections in his body, and it created a deep connection between two.

Yet he received something beyond that power, and that was knowledge. Knowledge that put the last two and a half years, since the moment he met Spider-Man into a brand new perspective. He took a moment to make sense of what he had learned. The memories flooded into his head, and everything in the past two and a half years, it made sense.

"Yes, yes, we can see it clearly now,' said the combined entity in unison. The voice echoed, and was creepy, deep, and horrific. "Peter Parker and Spider-Man, the connection is obvious. We do not have two enemies, they are but one. Parker and the Spider are one in the same. They cost us much, we shall have the last laugh. We shall have our vengeance. We will destroy him. We will ruin his life, and make him beg us to end it."

The creature turned around, large, with a sadistic representation of Spider-Man's costume over it. Two white pupils where no life or light was able to penetrate. He stood and looked over the city.

"We will crush Peter Parker. We will be his undoing. We are his poison."

There was a long pause immediately, and the figure stood in the darkness. A long tongue flicked through the air.

"WE ARE VENOM!"

The new entity, Venom, disappeared from the church. When the time was right, the undoing of Spider-Man would be slow and brutal.

**To Be Continued in the Final Story Arc "We Are Venom."**


	115. We Are Venom Part One

**Chapter 115: We Are Venom Part One.**

The last couple of days had been a rather trying one. After the incident with the black suit, Peter spent most of his time recuperating. Gwen insisted on it, after he was so weak. Yet, she did not have to insist too much, because after the separation, Peter was tired and weak. It seemed like the symbiote took much from him. He felt a great deal of weakness in the coming days, but he was about back on his feet. He felt much better than after he practically collapsed into Gwen's arms after the black suit was ripped off of him.

Peter reclined on the couch, wrapped in a blanket. His fever was nearly gone. Gwen walked over, carrying soup and orange juice.

"Here you go, Pete," said Gwen and she leaned before, before she kissed him on the cheek. "You feeling any better?"

Peter sighed and smiled.

"A lot better," said Peter, but there was a weakness to his smile. "You know, some of the things I may or may not have said. . ."

Gwen silenced Peter with a kiss on the mouth. She pulled back with a smile after a couple of moments. "Peter, you said things, but a lot what you said did kind of ring true in many ways. Of course, the suit dialed it up from a four to about a twenty. So really, it was a bit extreme, but kind of sweet in its own twisted way."

Peter knew Gwen was trying to alleviate his guilt, but it was strong.

"Yeah, but I did savagely beat some criminals, I could have killed someone," said Peter, eyes closed. "Doctor Octopus, well he's in critical condition."

"He would have died soon anyway, and you saved the entire city from being vaporized, black suit or not," said Gwen, and she sat down next to Peter. Peter slowly drank his orange juice and ate his soup. Gwen grabbed his hand, and squeezed it gently. "Don't beat yourself up over it Peter."

Peter gave a long sigh.

"I can't help it, that's just the way I am."

Gwen smiled at him, and put an arm over his shoulders. "Yeah, I know. That's how you are. I guess your guilt is natural. It shouldn't be something that defines you, but it's natural. This is one of those things that isn't easy to explain and rationalize to the media."

Peter cracked a weak smile at this.

"Yeah, my evil black suit possessed me wouldn't go over very well. It would get me hurled into Ravencroft so fast that my head will spin. I guess I'm just going to have to do my thing as Spider-Man, and hope everything evens out in the end. There will be crime, but. .. I'll deal with it and this should hopefully blow over when the city finds something else to obsess about."

Gwen wished that would be the case. She held Peter's hand firmly, and curled up against him, a smile on her face.

"The black suit really caused me to do a lot of things," said Peter.

"You did kind of hold it back, you know," said Gwen, and Peter looked at her. "I mean, that suit, it could have been far more vicious. A part of you held it back. Imagine that suit on someone who was far worse, without any conscience."

Peter shuddered at the thought. That was all too true. The black suit could have really pulled him down a far darker road. There was a bit of consolation that the suit was gone, and could not harm them again. Gwen ran a few tests, and he did as well to try and check her findings. Both of them declared him to have a mostly clean bill of health. After he rested, he would be back swinging above the city with now time.

' _That was a bad couple of days,'_ thought Peter. _'Get cloned, get possessed, maybe it's not the worst thing that has ever happened to me since I got bit by that spider. But it has to be among the top ten. I just really hope that I can weather this storm. Oh well, one step at a time, Pete old boy, one step at a time.'_

Gwen reached over to grab the remote control. With a click, she turned on the television. The couple watched the news broadcast come to focus, and saw an image of a black suited figure swinging across the city.

"I guess that didn't get blown under the rug after all,' Peter joked, but the news broadcast came to light.

"This just in, several eye witness accounts have noticed a black suited figure swinging above the streets of New York. This man can only be Spider-Man, who has taken a turn for the nasty. While there are many defenders for the web slinger, there are others who have stated that Spider-Man must be hunted down, and brought in at all costs. Police have put a hundred thousand dollar reward for any information that leads to the arrest of Spider-Man. We return you back to your regularly scheduled programming."

Both Peter and Gwen found themselves in absolute numb shock, and they were beyond words. Finally after a moment, Gwen was able to speak.

"I thought, I thought it was gone. I thought the nightmare was over, but it's back."

"Maybe the suit's still on me, and I'm going out when I'm sleeping," suggested Peter numbly.

"No, you can't be, Peter, it's off you, and I've been watching you," said Gwen, throwing her arms around Peter.

This defied all explanation. Gwen placed her fingers in her hair and thought hard. She reached over to the folder, and grabbed the test results. It was several tests, to make sure that the suit had left him There was no way it could hide itself on Peter.

Peter waited, and Gwen analyzed the results, as if trying to find something that was wrong. She took a few deep breaths.

"It's gone from you Peter, but this means a part of the symbiote survived," said Gwen. "You're not bonded with it, but it bonded with someone else."

Peter's expression darkened immediately. "That doesn't make things any better. That makes things far worse."

The young science prodigy found himself trying to wrap his head around the situation at hand. Gwen really blasted it hard with the sonic attack, but it was more adaptable than either of them had previously believed. Peter's mind was going a mile a minute with frantic possibilities.

' _The black suit just bonded to someone else,'_ thought Peter, wiping his hands through his hair. _'That means that. . . well I don't know what that means, but it can't be good. It can't be good at all. If it is an innocent victim or someone more devious, I don't know. And I got to find out. I brought that black suit into New York, it's my responsibility.'_

Peter got up, but Gwen grabbed his hand. Her effort held him back slightly.

"Peter, I know what you're going to do," said Gwen shaking her head. "The black suit and whoever has it, I'm not saying that you're not capable, but it's dangerous. Too dangerous for you to fight without a plan, and sonics might be a weakness, but there has to be something that would kill it. Let's take a look at that sample that I got. Maybe we'll find something there."

Peter nodded, and the two hurried off to their basement lab.

* * *

Raucous laughter echoed with the sounds of motorcycles revving up could be heard. A motorcycle gang dressed in black jackets, jeans, and masks drove up to a bar. They all got off of the bikes, and walked into the bar to do what they do best, raise some hell. They were the roughest, toughest, motorcycle gang in the entire tri-state area.

"Let's see what kind of hell we can raise tonight, boys," growled the leader, and he cracked his knuckles.

A loud crash could be heard nearby, and the motorcycle gang stepped back for a moment. They all looked around, and turned their heads from side to side. The entire gang stepped forward into the shadows, and spotted a large figure. He was dressed completely in black, with a white spider insignia on his person. He bared his teeth, and flicked a large tongue at the motorcycle gang. They all stepped back, to survey the situation.

One of the members of the gang found his voice. "Just what the hell are you, man?"

"We are someone who has heard of your exploits," growled the creature. "And we were wondering if you were the toughest in the land, or just the biggest, most rotten bullies out there who deserve to be stomped."

The motorcycle gang all laughed. They all had a few drinks before going to the bar, so they were ready to go.

"Hey, the big guy wants to play," said one of the gang members.

He rushed forward with a beer bottle in his hand. A swing shattered the beer bottle, but the creature stood there. Glass and booze flew in every single direction. The creature grabbed the big burly biker by the shoulders, and slammed him into a fence. The other bikers stepped forward, before they rushed the creature one by one.

"Come on," growled the creature and he jumped up. A large blast of black webbing wrapped around the bikers. The bikers dropped to the ground from the attack.

"Who is this?" demanded one of the bikers, but the creature took him down.

"Spider-Man on steroids?" asked another biker in a tentative voice.

"Don't care, he don't scare me," said the biker. He got on his bike and tried to run him over, but the creature jumped up, and grabbed both him and the bike before he was hurled down to the ground with a sickening thud.

The creature rushed the biker, and knocked him back. A loud crash echoed all around, and the creature continued to hammer each and every one of his attackers. One of the bikers picked up a crowbar, and swung it, but the creature grabbed the crowbar with a line of web lining. It was ripped from his hands, and the biker fell down to the crowd with a sickening crash.

"Just who are you?"

The creature turned around. It showed a toothy smile, and a whole lot of tongue, before the biker was grabbed by the throat hard and pushed down onto the ground.

"WE ARE VENOM!"

The creature smashed the biker into the head again, and curb stomped him hard. The two remaining bikers decided to do the smartest thing they ever did. They both turned around and scrambled off into the night. Venom walked forward and grabbed a bag that hung from one of the bikes. He opened it up, and pulled out a huge wad of cash.

"We are in business!" growled Venom, and he flashed the money in his hands. "This money will be the foundation to get Eddie Brock back his freedom, and then we will gain our revenge on Spider-Man."

Venom rushed off at this point, and shot a line of webbing. He picked off the crowd, and swung off into the distance. Venom continued to move into the night, and made his way to the bank. The suit retracted slightly, and turned. Eddie Brock showed up. He wore a black three piece suit, and walked up to the bank. The money twitched in his fingers.

He noticed the bank was closed.

"We'll be able to pay off or debts by morning," he growled, and he turned around. "Right now, let's get that gym equipment we always wanted. We're going to need to be in peak physical condition when we stomp the spider."

Brock walked down the street. The devious young man walked down, until he found an all-night sporting goods store. A grin appeared on his face, and he stepped inside. A bored salesman barely offered him a smile, and Brock browsed the gym equipment with sadistic fury. The grin on his face was wider when he scoped them out.

"Do you deliver?" asked Brock.

"Yes, we do, if you can pay the price," said the salesman dryly.

"Yes, we can," growled Brock in a loud voice, and he flashed the wads of hundreds in his hands. The salesman looked at the money, and dreams of an early retirement danced in his head.

"Very well sir, you'll have it delivered by morning," said the salesman in a rough voice.

"That will be acceptable, here's my address," said Brock, and he wrote it down on a slip of paper. He turned around, and made sure he had his order clear. "Yes, it's all in order. We'll be in touch."

"Right, we'll deliver it," said the salesman in a bored voice. He was more than used to his fair share of weirdness due to the job he had. The salesman remained calm, and prepared to send off the order.

Brock was gone; he still had a fair deal of funds from beating up the biker gang. He would return home, and then he would prepare for the final confrontation with Spider-Man. The symbiote retracted, and Venom was present once again. He was counting down the moments until his final confrontation with the web slinger, but the mind of Eddie Brock twisted and contorted. There was other revenge to be had by those who wronged him.

In due time, all will suffer. When the time was right, all would pay the price, and there would not be one person who could stop him. He returned to his home, and sank down on the couch. Popping a TV dinner in the microwave, he waited patiently. He saw the fruits of his labor on the news.

"Soon, we will flush Spider-Man out like the vermin he is," breathed Venom. "We will be ready to stop him."

He took his TV dinner and gobbled it down immediately. The hunger he felt was only small compared to his lust for revenge. Both Spider-Man and Peter Parker wronged him, so it was only fitting that they were one and the same.

* * *

Two young scientists were hunched over the sample that had been left behind. This was the last bit of the black costume. Looks of determination were etched upon their faces. Neither wanted to back down, and both vowed to study the material. A weakness had to be found, that would be easily exploitable. Gwen adjusted the microscope, and grabbed Peter's hand to get his attention.

"Look, look at this, it's almost like its evolving."

That was not a welcomed piece of information. Peter's eyes narrowed, and he studied the sample.

"It's getting stronger, and stronger," said Peter. "We got to find out a way to destroy it. Maybe a stronger blast of sonic energy would do the job."

Gwen put her hand on her chin, and pondered the situation. She thought about it for a moment, before she gave her honest assessment.

"You know what, it could work," she admitted. "The question is would the symbiote let you get in position for another attack like that. It is the adaptable sort, look at these readings. Sonics might not be what beats it this time. Any kind of loud noise, it might avoid them. You'd have to get a one in a million shot, and even then, you don't know."

"So, forget about the sonic attacks then," concluded Peter.

Gwen shook her head.

"I'm not saying that," said Gwen. "We can't close any door, because it does have its weaknesses beyond an actual attack. The symbiote may be using someone else to get back at you."

"So in other words, it's acting like a clingy ex-girlfriend," said Peter in a light voice.

Gwen snickered at the comparison, but it could be the truest analogy that Peter could make.

"Yeah, more or less, but I just remembered something," said Gwen. "When I was messing around with the symbiote the other day, it seemed to recoil from fire. It was weaker."

Peter's attention was caught. Fire would be something that could utterly destroy the remains of the black costume. It could burn it down cinders without any kind of trace. He envisioned what he had to do.

Thinking about it, and doing it were two different things. A plan began to formulate in the mind of Peter at this moment.

"Let's make sure I'm right," said Gwen, and she carefully moved the black costume sample into a Petri dish. She lit a flame, and she touched it to the sample of the symbiote.

The symbiote lit into flames. A slight scream was heard. The sample lit into flames and there was no trace left. Gwen and Peter exchanged a look with each other, a triumphant one. The couple cleared away, and Peter walked up the steps to get his trusty old costume.

"Are you sure you're ready to do this, Pete?" asked Gwen.

Peter returned, in full Spider-Man costume, with web shooters and loaded his web cartridges. "Yeah, I'm as ready as I'm ever going to be. There's someone out there, using a costume derived from my powers, but not the limits that I put on myself. They are a danger to themselves and others. I don't really have any choice."

Peter took a deep breath. He had a feeling he would be in for quite the fight. It was times like this where the web slinger managed to prosper, and perhaps thrive. He reached forward, and Gwen embraced him.

"If something happens to me, know that I'm grateful for all of the help you've given me," said Spider-Man with a sigh. "I couldn't have done half of the things that I've done without you Gwen."

Gwen tightened her embrace on Peter and pulled his mask up. She kissed him like she never kissed him before. The kiss continued for several minutes, and both were reluctant to break it off. Yet, both of them had to do so. They pulled apart, and Gwen pulled Peter's mask down. She made sure his web shooters were secure on him.

"Good luck, Peter," said Gwen. She smiled at him, and looked into his eyes. She continued in a soft voice. "Do what you have to do, and take him down."

Spider-Man gave his girlfriend one last hug, and a kiss.

"Do you want me to come with you?" asked Gwen suddenly.

Peter thought about it. While he could use the support, he did not want Gwen to put in the crossfire. No matter how much she had proven herself, and no matter how much the armor helped her and her training, this new threat seemed to be far more dangerous than anything he had ever faced as Spider-Man.

"Gwen, I appreciate your help," said Spider-Man, eyes closed and he held her hands. "But this is one battle that I must fight on my own. No matter what, I'll be with you always."

"You'll return to me, Peter, and we'll be together," said Gwen, and she embraced him one more time.

A part of her did not want to let go, but another part of her knew that she had to let him go. Spider-Man turned around, and moved upstairs. He could not look back at Gwen, because she would give him so many reasons to stay and delay the inevitable battle with this creature in the back suit.

He opened up the window, and looked to see no one was there. His eyes looked outside. Spider-Man aimed his web shooters, and shot a line of webbing to the nearest building. He swung out into the city, and proceeded to search for the symbiote's newest partner.

Little did Spider-Man know that two beady little eyes watched his every move, and a sadistic grin appeared on his face.

Venom stalked his prey. When the time was right, he would move in for the kill.

* * *

The biker gang Venom fought the previous night all stood around, absolutely shaken from the battle. They were rough and tumble bikers, but they whimpered like drowned kittens. A figure swung down and faced them. They all backed off, and ran absolutely scared, staggering back.

They saw Spider-Man, and that was the last person any of them wanted to see now with their nerves.

"Look, what do you want?" stammered one of the bikers. "You already beat the tar out of us last night. We ain't gonna to make fun of you. You can come on our turf any time, Spider-Man."

"Hey what happened to that black suit," added another one of the bikers.

Spider-Man was confused, but he immediately caught onto what they were saying.

"You guys, you think I'm someone else, don't you?" asked Spider-Man.

The bikers nodded fearfully, and the web slinger stood over them, arms crossed.

"There was a big guy, in a black suit with a white spider on it," said a biker.

"Yeah, he looked just like you, only his suit was black and white and he was more dangerous," managed the biker in a trembling voice. His fingers twitched, and he winced as he turned his shoulder. "Yeah, he was much bigger than you two. A lot more teeth and a lot more tongue, he just swooped down. Beat us up, trashed a couple of our hogs."

"I see," said Spider-Man. "And did you do anything to upset him?"

"Hey, we're just having some kicks, had a few drinks, no big deal," argued the biker.

' _Yeah, these guys might not be brain surgeons,'_ thought Spider-Man to himself. _'But right now, they're the only lead I really have to deal with the new wearer of the black suit."_

Spider-Man took a deep breath and looked calm. "Can any of you gentleman tell me what way the bigger and badder me went?"

"Um, he moved off, towards some kind of sporting goods store I think," said one of the bikers. "But, I wouldn't go after him. He looks like someone who flosses his teeth with barbed wire, and gargles with battery acid."

"Charming," said Spider-Man in a dry voice. "Well thank you for your time, I'll check it out."

The web slinger swung off.

' _It's like looking for a needle in a haystack,'_ thought Spider-Man. _'But I've got to find him. If I was a big black suited version of me with teeth and a tongue now where would I hide?"_

Spider-Man swung off, but the figure of Venom watched him from his apartment building. Brock's suit retracted, and he moved towards the weight lifting machine. He began to pump himself up, and prepare for the final battle with the web head. The suit allowed him to push himself beyond all limits.

His rage was a powerful motivation for everything. Venom would get his and soon Spider-Man would be crushed underneath his powerful feet.

* * *

The web slinger continued his patrol. It had gone on for several hours. He did manage to get a quick few tidbits here and there. The web head was able to figure out that there was a person who did purchase a great deal of gym equipment the previous evening. The actual person remained a mystery, due to consumer confidentiality.

So he was back to square one, and Spider-Man swung high over the city streets to search for his enemy. Thoughts flowed in the mind of the web head.

' _He's got to be drawing me out, there's no other way about it,'_ thought Spider-Man. _'Mind games, that's what he's playing. I really need to keep on my toes. There should be someone coming up soon. I just got to take a deep breath, and wait for it to happen. Pretty soon my spider sense will be going off, and warn me against whoever is going after me.'_

Spider-Man looked over his shoulder, but the early warning system was not working. Little did he know someone stalked him from afar. The web slinger was ignorant of the fact that the specter of the newest owner of the black suit was right behind him. Spider-Man swung around, but suddenly, he found his web line snapped with one fluid moment.

' _What the. . .'_ thought Spider-Man.

Spider-Man had no time to think beyond that one thought. The web slinger somersaulted down to the ground, and held up his web shooters. A black suited blur jumped down at him. The web slinger looked surprised. His spider sense was not triggered, and that caught him completely off guard.

The dark figure jumped down and knocked him back with a punch. Confused, Spider-Man looked back up, and his hands twitched.

' _He's stalking me,'_ thought Spider-Man desperately, and he continued to look up, down, left, and right. _'But I don't understand. . .'_

What Spider-Man did not understand was never thought because his enemy knocked him for a loop once more.

Spider-Man was across from his enemy.

"Spider sense not tingle?" taunted Venom, and he rushed forward. Spider-Man jumped into the air, and dodged the attack.

Spider-Man eyed his enemy, and gulped at the sheer ferocity of him. "And you must be the plagiarist. Do you realize blatantly copying someone like that could get you kicked out of most major universities?"

Venom rushed Spider-Man. The web slinger dodged an attack, but just barely. Venom smashed Spider-Man down to the ground for another attack, and he jumped up. He grabbed Spider-Man's head, and his mouth opened wide.

"Breath mint, use one," managed Spider-Man, and he shoved Venom off. Two huge punches connected, and he shot web lines onto bricks.

The bricks flew out, but Venom smashed through them, with savage intentions.

"You think a few bricks is going to stop us," growled Venom.

Spider-Man took a deep breath, and continued to fight on. "Well that was what I was hoping on, but I guess that was too much to hope for."

A loud growl was his response, and Spider-Man battled his newest enemy. He only was able to hold his own through the sheer force of determination. The will power Spider-Man held, allowed him to fight back.

It was situations where his back was against the wall where the web head thrived the most. The web slinger bounced off the walls, but was hurled down to the ground. Spider-Man ate the pavement, and dodged an attempted curb stomp.

The foot of Venom impacted off the ground. Flower pots were thrown, but Venom punched through them. The creature continued to move forward, and he grabbed Spider-Man, to strangle him. The web slinger's knees buckled from underneath, and Venom pinned him against the wall.

"Do you think we're a joke now?" asked Venom furiously. Spider-Man struggled, but Venom retained his grip. "Do you laugh at us? TALK TO US WEB HEAD?"

"Just who are you?" asked Spider-Man.

He struggled against the grip. The mask of Venom retracted, and Spider-Man stared in the face of Eddie Brock.

"Brock?" managed Spider-Man in surprise.

"Yes, but that is only part of us," said Brock, before the mask retracted, and he turned back into Venom. "You mocked both of us. You tried to belittle both of us. You thought you were stronger, you thought we were a joke, but we are not a joke! We have power beyond anything you can imagine Spider-Man."

Venom paused for dramatic effect, before he continued in a lower voice."

"Or should we say, Parker."

Spider-Man's blood ran cold.

"Yes, we know your little secret, and we could choose to broadcast it to the world whenever we want," said Venom. "We should have known that it would be you. Photos just happened to show up for Spider-Man, and Peter Parker was the only one who could get them. Really, we should have put two and two together."

Spider-Man managed a deep breath, and grew serious.

"Brock, listen, whatever happened between us in the past, it's just that, the past," said Spider-Man. "But that costume, it's going to twist you, and you're going to lose all sense of yourself before too long. It's going to destroy you."

Venom refused to listen to any sort of reasoning.

"No, this costume makes Eddie Brock stronger. The rage of Eddie Brock makes the costume stronger. You could have had the power, but you denied it. You denied us! If Peter Parker refuses the power, than someone else will have it. We are rage! We are fury! WE ARE VENOM!"

Spider-Man kicked off. He figured the reasoning approach would not work. He shot out several lines of webbing, and they latched onto Venom. Venom grabbed the web lines, and pulled them forwards. Spider-Man was sent head over heels to the ground.

"Fine, you want me, you got me," said Spider-Man.

Venom looked hungry. His long and slimy tongue wiggled out, sending salvia flying. "Yes, we have you, and yes we are going to crush you. You will not find a way out of this one web head!"

The sadistic creature stalked his prey some more. He jumped onto the wall, but Spider-Man followed him. The web slinger tried to kick Venom off, but the enemy blocked it immediately. Venom hurled Spider-Man and the web slinger flew into a set of trash cans. Trash flew in every single direction and Venom swung down.

A large ball of black weapon fired like a cannon ball. Spider-Man dodged the attack, and it utterly destroyed a nearby wall. The impact nearly buried Spider-Man in bricks off of the impact. Both fighters stood on either end of a side street. Spider-Man propelled himself off of a road sign, but Venom caught him.

"No, I'm sorry, we're not going to hug it out," Spider-Man gasped, and he pushed out of the grasp of his enemy.

Spider-Man punched Venom hard in the face. He winced. His hand was sore from how it connected. The web slinger continued to battle Venom. Shot after shot connected, but Venom pushed him off. The crazed criminal sent Spider-Man down to the ground.

' _I'm going to have to try a different tactic,'_ thought Spider-Man.

He clung onto the wall and lured Venom up the wall, onto the rooftops, and away from potential civilization.

"Running away?" asked Venom, and he threw himself up onto the building. "This isn't hide and seek!"

Spider-Man nailed Venom from the side, and staggered him. "Tag you're it!"

"You dare!" bellowed Venom.

Spider-Man wrapped Venom into a web cocoon. For a second, he thought the web slinger thought he was captured, but Venom pulled himself out. The sadistic creature sent Spider-Man flying off one roof onto a lower roof.

The roof cracked, and Venom wrapped his hands around the throat of Spider-Man. He gritted his teeth. "Did you really think that weak sauce webbing would be able to beat me?"

Spider-Man struggled and Venom savagely beat Spider-Man. The web slinger was tossed off of the edge of the building and Venom jumped down. He hoisted up a large armored truck and flung it at the web head.

The web slinger was buried in the debris. Venom jumped on the truck, and raised his arms in a triumphant expression.

"You're finished Spider-Man!" yelled Venom. "We have won!"

Venom swung off, with the twitching hand of Spider-Man visible underneath the truck.

' **Now, we have some unfinished business. It's time to pay a visit to our good pal, J. Jonah Jameson!'**

**To Be Continued in Chapter 116 We Are Venom Part Two.**


	116. We Are Venom Part Two

**Chapter 116: We are Venom Part Two.**

The web slinger stirred underneath the pile of rubble. The fact he got a huge armored truck thrown at him really knocked him out of the fight. His fingers were still twitching. The racking pain going through his body meant that he was not paralyzed. That was always a good sign. Spider-Man kicked his feet, and pushed hard with his legs. He had to get this truck off of him.

The web slinger continued to heave. He had lifted much heavier off of him, but he was still weakened from the symbiote possessing him recently. Pushing was the only way to get out. He had to find his way out of this predicament before it was too late. One final push and the armored truck flipped over. Spider-Man slowly scrambled to his feet, and nearly collapsed to one knee. He winced, absolutely in misery and gave his head a shake.

' _There, nothing seems to be broken, that's a miracle,'_ thought web head, and he moved his arms around and tried to grab a hold of the wall. _'Nothing but my pride. Venom is stronger than I could have thought. I might not have been fully able to embrace the symbiote, but Brock was able to. It made him physically stronger. Much stronger.'_

Spider-Man stopped and pondered. He drew a nice and long breath, and managed to roll his shoulders. He winced at the slight movement. One final thought entered his mind that really calmed him down.

' _Physically stronger, but not mentally.'_

Spider-Man pulled himself up, and adjusted his web shooters. They were thankfully not broken and neither were his wrists. He took a few tentative steps back, and managed to gingerly climb the wall.

' _The symbiote threw Brock down a one way trip to crazy town,'_ thought Spider-Man. _'And that's something I can use to my advantage. Especially because I know where Brock is heading. He might think he has settled the score with Peter Parker, or Spider-Man. There is one other person that Brock hates more than me. And if my hunch is correct, he'd be on his way to the Daily Bugle right now to settle that score. Got to hurry, Spidey.'_

Spider-Man perched on the roof top before he gained momentum. The web slinger swung off as fast as he could manage to the Daily Bugle. There was no time to waste. He had to save J. Jonah Jameson from getting mauled.

The very thought almost made him throw up in his mask, but he squashed his bias. Jameson didn't deserve to be savagely murdered. Strung up by a flagpole by his underwear maybe, but not murdered. Spider-Man hastened his movements, and made his way towards the Daily Bugle.

The clock was running down, but the web slinger refused to give up. His breath quickened, his adrenaline pumped, and he nearly ran into a building in his haste. He was nearly to the Daily Bugle building, but the large net of black webbing on the side of the building indicated that he was a bit too late.

Venom beat him to the punch, and now he had to find a way inside.

* * *

In the offices of the Daily Bugle building, Venom raised his arms triumphantly, and his tongue waggled from side to side. He looked at his handiwork with wide and sadistic eyes. He walked forward, and saw several Daily Bugle employees including Ned Leeds and Betty Brant hanging from the ceiling in his webbing.

"Don't worry, it comes out with peanut butter," growled Venom, and he moved forward. The office of J. Jonah Jameson was near him.

Venom raised both of his large fists and slammed through the door. He ripped the door off, and stuck his head in, to stare down Jameson.

"Here's Venom!"

Jameson sputtered in indignation, and his eye twitched madly. His hand reached underneath the desk, but Venom jumped out and grabbed the owner of the Daily Bugle by the arms. He slammed Jameson's arms down onto the desk.

"You've really flipped out this time, web head!" yelled Jameson.

Venom gave a loud and sadistic loud of laughter.

"You think we're Spider-Man. You must have lost your mind Jameson. But that was no news flash. You lost your mind when you fired the best photographer that you ever had. You lost your mind when you decided to spurn my genius for that punk kid called Parker. We are not amused by the fact you nearly put us in the poor house."

Jameson struggled, but Venom had a tight grip.

"What the devil are you babbling about?" managed Jameson in a breathless voice, and he winced as Venom's tongue was nearly in his face.

Venom gave a loud sadistic laugh, and shoved Jameson into his office chair. He webbed him to it, and spun Jameson around several times.

"How about we go for a little ride, Jonah?" asked Venom and he looked towards the window. Jameson shuddered. "See that pavement. See that window. It's a long way down. It would be a nasty spill, wouldn't it?"

Jameson's head was forcefully nodded up and down. The gruff newspaper owner continued to stammer, and sputter.

"Just who are you, damn it?"

Venom gave a loud round of laughter, and slapped Jameson across the back of the head, causing him to wince.

"Oh don't be such a baby, if we wanted to hurt you, you would be hurt badly," growled Venom, and he wheeled Jameson around the office. "And if you want to know who is under this wrapper, well, all you had to do was ask nicely."

The face mask retracted, and Jameson's eyes widened. It took him a moment to realize that he came face to face with one Eddie Brock. His face was absolutely sadistic, and beyond any reason whatsoever. Brock's hands were on the chair and Jameson could not pull himself free from his webbing.

"Brock?" managed Jameson. "You're Spider-Man?"

Venom grabbed Jameson by the face in one palm of his hand. "No, we're not Spider-Man. Spider-Man is weak. We are strong. WE ARE VENOM!"

Jameson was showered by spit, and Venom looked bored at playing with his food.

"Brock, listen I might have made a mistake firing you," said Jameson in a small voice.

Venom surveyed Jameson with sadism. His laughter continued to echo throughout the Daily Bugle building. Venom patted Jameson on the head like a completely ugly dog, and the sadistic reflection of the web head spun him around several more times. Jameson felt absolutely nauseous.

"What do you want?"

Venom's grip was wide. Jameson could see every one of his teeth. "It's you that we want. We are going to destroy you, and utterly make you pay. It's because of you that we suffered. It was because you were so obsessed with photos. PHOTOS OF SPIDER-MAN!"

Jameson was wheeled closer and closer to the window.

"Brock, I was right in firing you, you're a basket casket!" yelled Jameson, but Brock teased flinging Jameson out of the window.

He stopped Jameson from going over the edge and held him in place. Venom turned around, and eyes were on Jameson's.

"Any time Jameson, any time we can hurl you out the window," said Venom and he pointed over his shoulder. "But perhaps we can be convinced. Will you beg for us, JJ?"

Jameson managed to contort his face into a rough and proud expression.

"I'll never beg for you Brock. You're nothing but pond scum!"

That was the wrong answer for Venom. Venom growled angrily, and pushed Jameson in his chair back into the wall. Jameson was hunched over immediately, and Venom grabbed Jameson by the throat. The newspaper owner winced, and the grip tightened on his throat.

"One touch, and we can send you to a sleep where you will never wake up from," growled Venom. "Spider-Man should have ripped your throat years ago, but he was too much of a wuss. We are harder. We are bigger. We will be your end Jameson. Are you too proud to beg? Maybe you should cry for us!"

Venom loosened his grip, and he wheeled Jameson over towards the window once again. Jameson shook his head.

"Are you too proud to beg for us Jonah? Are you too proud to cry for us Jameson? Maybe we should cause you to fly out the window hard and far."

Jameson stammered, and Brock rolled him towards the edge.

"One for the money," growled Venom, and he teased wheeling Jameson to his demise, but stopped him short.

"Brock, stop, you need help!" shouted Jameson.

Venom ignored his protests. "Two for the show!"

Jameson screamed out loud. He was beyond words at this point. It was a wonder he had any control of his bladder. Jameson's eye twitched and he knew Venom could drop him.

"Three to get ready!" yelled Venom, and Jameson once again saw his entire life flash before him. His hands trembled and twitched.

Venom paused for dramatic effect, before he bellowed out. "And four to. . ."

Venom's words were interrupted by a figure swinging into view. He was kicked hard into the wall. The desk was slammed into his ribs and Spider-Man jumped onto it. Spider-Man summoned all of the strength that he had, and began to hammer punch after punch at his enemy. Venom was rattled, but not out, and he broke through the desk. Venom jumped at Spider-Man, but the web slinger dodged the attack.

He made a beeline for Jameson once again, but the web slinger shot three lines of webbing and tried to hold Venom back.

"Hey, creep, get away from the other creep!" yelled Spider-Man and he pulled Venom in for a series of kicks to the chest. The creature's legs buckled, but Venom casually back handed Spider-Man into a wall.

Spider-Man rolled around on the floor, and tried to shake off the assault.

"We don't wanna!" echoed Venom. Venom jumped up, and his mouth opened wide. Spider-Man blocked the attack from Venom.

Several punches smacked into Venom. An uppercut backed off Venom, and Spider-Man grabbed Jameson, before pulling him away from the window.

Jameson could not resist putting his two cents into the situation. "This is all your fault web head! I don't know how, but it is. Don't you are you wall crawling reprobate. . ."

His tirade was cut off when Spider-Man proceeded to web his mouth shut.

' _Yeah, now that's much better, just got to deal with big and creepy over there,'_ thought Spider-Man, and Venom jump at him. Spider-Man took a glass picture frame off of the wall and smashed it at Venom. Venom staggered for a minute, but did not seem to be phased. _'All of my strengths, amplified, and none of my inhibitions. Yeah, this one is going_ to be a fun one.'

Venom rushed forward. Spider-Man blocked one punch with both of his hands, and slid underneath him. He ricocheted off of the wall, and nailed Venom with an elbow to the face. The crazed criminal staggered around, and the web slinger fired punch after punch into the chest of Venom. Venom's knee buckled, and Spider-Man flipped off of the wall. Another attack and Venom was down.

He got back up mere seconds later.

"We can do this dance all night long, because we're not the least bit tired," said Venom.

"Yeah, well the plural pronouns are making your sentences kind of confusing," retorted Spider-Man.

Venom and Spider-Man continued their rumble in Jameson's office. Jameson watched helplessly from the doorway, unable to speak. His office was utterly trashed, and he could do nothing about it. Spider-Man punched hard in a rapid fire flurry, but Venom grabbed his hand.

"Not going to drop us," growled Venom, and Spider-Man was nearly hurled out of the window. The web slinger put the breaks on, and did a forward roll, before he pulled a file cabinet out.

A file cabinet was propelled into the air. Venom punched into it. He left a dent from the impact, and Spider-Man jumped at him. A knee to the face rocked Venom, and Spider-Man tried to scissor Venom's arms.

"No, you must be at least this tall to ride!" growled Venom, and he flung Spider-Man off. Spider-Man landed on the wall.

Venom propelled himself at Spider-Man, but the web slinger jumped down. Venom stuck to the wall and Spider-Man webbed around Venom's ankles. The webbing hurled him off to the other side of the office towards the window.

' _Yeah this may suck,'_ thought Spider-Man, closing his eyes, before he threw all caution to the wind.

Spider-Man took a running start. The web slinger rushed Venom, and smashed him through the windows. Venom was taken off guard by this unexpected attack. He tried to punch Spider-Man, but the web slinger used his speed to duck. Another dodge and both fighters slowed the descent. The glass flew down to the ground, and Spider-Man grabbed Venom by the shoulders.

He managed to use Venom as a glorified crash pad. Venom landed on the ground hard and Spider-Man bounced off. He rolled around on the ground and skidded to the stop outside of the offices of the Daily Bugle building. Venom rolled around on the ground, and pulled himself up to his feet. He jumped up, and did the splits in mid-air. He landed on his feet, and stuck out his tongue with savage fury.

"Nice try, Spider-Man, but we are much stronger, and you aren't us!" growled Venom. "We aren't going to take this laying down. We're going to crush you underneath. . . "

Once again Venom was nailed by Spider-Man before he could finish his sentence. Spider-Man put Venom into a vegetable stand on the street. The owner cursed, as tomatoes flew in every direction. The web slinger smashed his elbow into the side of Venom's head over and over again.

The elbow strikes staggered Venom, but Venom grabbed Spider-Man. The web head flipped into the air. He landed on his feet, and a black line of webbing met with a white line of webbing. They wrapped around each other.

Both engaged in a tug of war. The web slinger and the sadistic host of the symbiote tried to gain the leverage needed to win this battle. Spider-Man used his enemy's own strength against him, and the web slinger propelled Venom over his head.

Venom flew in the air and crashed into a nearby set of wind chimes. They rang and while the loud noises were not enough to dislodge the symbiote, it did give Venom discomfort. Spider-Man jumped in the air, and landed on the chest. Venom swiped at him, but Spider-Man jumped off onto the wall.

' _Speed against power, speed has to win every time,'_ thought Spider-Man, but Venom quickly jumped at him. _'Well this guy's quicker than he looks.'_

Venom and Spider-Man circled each other. The web slinger inhaled and exhaled. A bruised rib made it hard to fight, much less breath, but Spider-Man pushed on through. If he fell, he would take Venom with him. The web slinger cracked Venom in the face, and Venom dropped to one knee, but he pulled himself up, and smashed Spider-Man into the wall. Spider-Man used his strength, plus some leverage to push off.

He grabbed Venom's arm, and somersaulted onto his feet. He hurled Venom. Balance allowed Venom to rebound back. Both fighters circled each other. Venom tried for another attack. The web slinger dodged the attack. Spider-Man rebounded onto his feet, and shot webbing around his enemy. Venom broke out with savage fury, and rushed forward. He tried to grab Spider-Man, and crush his head. Spider-Man elbowed his way out.

Venom's sadism increased. "You can't hold out forever! I'm stronger!"

"No, you're just bigger, and not that bright," said Spider-Man. "The symbiote twisted you Brock, not that you had a long way to go."

Venom growled with savage fury, and tried to grab Spider-Man. This effort was swiftly blocked. The web slinger grabbed Venom's wrist and swung him off into the city. Venom broke free, and landed on the ground. From high above, both feet connected into the villain's face!

"Come on Brock, this way!" yelled Spider-Man.

Venom rushed Spider-Man, and civilians scattered. Once again, Spider-Man just barely managed to lift up Venom. Venom was hurled halfway across the city. He landed on the ground, outside of a steel mill.

The web slinger somersaulted down, but Venom picked up a barrel. Venom hurled it at Spider-Man. Spider-Man used the flying barrel as a way to propel himself into Venom, and slammed him into a fence.

Spider-Man summoned his strength, and ripped the fence off. The web slinger wrapped the fence around Venom. Venom tried to push out, but Spider-Man webbed the fence around him. Venom tried to break free.

' _Just got to find a way to separate them now, and whatever happens to Brock, happens,'_ thought Spider-Man, and he wrapped a web line around Venom was propelled towards the steel mill.

The heat caused the villain to wilt, and struggle. Venom slumped to one knee, and Spider-Man continued to fight with him.

"Getting a bit hot for you, isn't it?" asked Spider-Man.

"Just a minor annoyance," whispered Venom, and he nailed Spider-Man in the gut. The punch doubled over Spider-Man. Venom tried to web Spider-Man up, but the web slinger dodged. Spider-Man smashed a steel beam into Venom.

Venom doubled over in pain. He managed to draw in a deep breath, and Spider-Man flung himself into the attack. One tap and Spider-Man winced. Venom nailed him directly in the bruised ribs. Venom knew he had struck a nerve, and he grabbed Spider-Man. Spider-Man was flipped down onto the ground, and Venom smashed him into the ground.

"Admit it," growled Venom.

"Yeah, I'll admit it," retorted Spider-Man. "I admit that you really need a breath mint."

That retort was not one Venom wanted to hear. Spider-Man shoved Venom off, and the web slinger continued to fight out. Venom grabbed Spider-Man's wrists, and twisted them. The webbing was jammed. The battle raged on, and both refused to back down. The fury of Venom got more manic, but Spider-Man was fatigued from the battle.

' _I don't know how much more I can keep this up,'_ thought Spider-Man, struggling to draw breath. _'I have to. . . I have to do something drastic.'_

Spider-Man dropped to his knee. "Alright, you've proved your point. You win."

"Yes, we have!" roared Venom.

"No, not you, I'm not talking about you," said Spider-Man. "The symbiote, the symbiote has proven its point Brock. It only used you to get to me. It gave you a taste of power, and savagely beat me. I realized that I need it to fulfill my full potential."

Venom stood over Spider-Man. "Well, that's too bad, because it's mine, and mine alone. I have the symbiote."

"I, Brock?" asked Spider-Man. "And not we? Is it slipping from you? Or have I proven my point? Let's find out what the symbiote wants. It wants to return to the one it spawned from, doesn't it?"

Venom stood there, but the symbiote retracted from Eddie Brock. The symbiote began to move towards Peter. Brock began to inhale and exhale like he was having a panic attack.

"No, no, no!" yelled Brock in a crazed voice. "Come back, come back, I need you!"

Brock dropped to his knees, almost sobbing. The symbiote prepared to rebound to Peter, but he managed to shot his webbing around it. The webbing wrapped it in a sack.

"NO!" howled the symbiote. "YOU TRICKED US!"

Spider-Man saw it was trying to break free. He reacted quickly, and pried open a vent leading to a furnace. The heat was immense.

"Yeah, I did, and now you're going down," said Spider-Man.

Without another word, Spider-Man hurled the symbiote inside the furnace. The symbiote gave a blood curdling shriek as it burned completely. It was bittersweet. Spider-Man detested having to take a life, even one so twisted, but it was too dangerous to be left alive. It was already dead in many ways, the remains of a twisted version of him.

Brock was in mourning, and he looked up at Spider-Man with the deepest loathing.

"No, no, you killed it!" howled Brock, and he tried to rush Spider-Man, but he collapsed to his knees. He was too weak when the symbiote abandoned him.

"Let go of it, Brock, just let go of it," said Spider-Man.

Brock shook his head madly.

"No, I can't let go of it, I was something for once," said Brock. Sirens could be heard and the police moved in. Eyewitness accounts described a battle between a normal suit Spider-Man and the black suit Spider-Man.

"Freeze!" yelled one of the officers, and their guns were pointed at Brock.

"No, no, I can't go on!" yelled Brock, and he was handcuffed before he was dragged off.

The police read Brock his rights, but Spider-Man only half listened to them. Bruised ribs, beat up, battered and abused he might have been. Spider-Man's legs buckled, and the police moved around. Brock was handcuffed, and sent off to Ravencroft for evaluation. He screamed that he needed the symbiote.

' _In some ways, I feel for Eddie Brock,'_ thought Spider-Man. _'He caused his rage and pettiness to get the better of him. The symbiote fed off of that, and tormented him. It's just something that I have to do. It burned to a crisp, and it's done.'_

Spider-Man walked out, and looked up. The sun had set, and hopefully it would begin a promise of a brand new day. He swung off into the distance. Thoughts were on his mind, and he wondered what the next day would bring. He rubbed his side.

' _Another battle done, and Spider-Man saves the day again,'_ thought Spider-Man. _'Uncle Ben always told me that with great power there must also come great responsibility. But most people don't figure that out. At least until it's too late. Maybe Brock will be healed. With the symbiote gone, he could move on with his life. At least I hope he can."_

As for Spider-Man, there was only one place he wanted to be. He would heal. It would be back to the old grind once again tomorrow, but that came with the territory.

* * *

Ravencroft was a high rate institution that offered the guests the best care possible, to hope they would one day be able to return as functional members of society. At least that's what it said in the brochure. The number of patients who actually returned to society was very few in recent years. Over the past couple of years, a brand new breed of patients showed up at Ravencroft, and they had powers. The power corrupted them, and twisted them.

That was not the only thing that they had in common. Many of them were former enemies of Spider-Man. Doctor Octopus, Mysterio, The Green Goblin, The Sandman, The Scorpion and the Hypno Hustler all were guests of Ravencroft at one point or another. All former enemies of Spider-Man, all who dared to fight him, but were defeated by him.

The young doctor moved in. Barton Hamilton was the chief psychiatrist at Ravencroft, and took a special interest in assisting with these special cases. Hoping to find out what completely drove them over the edge and to the point of no return.

Hamilton tapped his pen to his clipboard. He walked towards one of the rooms, and spotted his newest patient. He checked the file. He was Eddie Brock. Currently Brock sat in restraints, and leaned back. He was tranquil and peaceful.

"Hello, Doctor," said Brock in a low voice.

"Good day, Mr. Brock," said Hamilton. "Or would you prefer I call you, Eddie."

"We prefer Venom," said Brock with an ear to ear grin.

Hamilton was all too used to these patients insisting on a codename.

"Well, Eddie, I understand you encountered something that twisted you into a dark version of Spider-Man. You went on a rampage throughout the city. Many were terrorized in your path, were they not?"

Brock nodded.

"Where do you think this parasite came from?" asked Hamilton.

"It came from Spider-Man," said Brock. "He rejected it. It was his dark side, the side that he infects all of these criminals with. Yet he is unable to face it. We were able to take it. Spider-Man destroyed our other, but it will return. You cannot keep that darkness down forever. We are strong, we can wait. Do you think that Spider-Man is a hero or he should be locked up with all of the monsters he creates?"

Hamilton had his thoughts on Spider-Man. He thought the web slinger presented a danger to the citizens of New York, because he created these villains. Yet, he hoped to remain professional, and did not discuss his theories with his patients.

"What I think is irrelevant. This interview is about you, Eddie, and not about Spider-Man."

"It's all about Spider-Man, Doctor," argued Brock. "It's always about Spider-Man."

Brock grinned, and took a deep breath.

"I'm sure many think Spider-Man to be a hero. But he's more dangerous than any patient you're treating. And the problem is he's being enabled by this city. He gets off on the thrill of being the hero. Why would anyone put his life on the line for any other reason, but the thrill? I got a sense of who he was from the symbiote. We were a more powerful team, and we would have done what was necessary. Someone like Osborn wouldn't have murdered all he did. Ock, Mysterio, Sandman, and the others, they would have suffered swift justice. And we would have been triumphant."

The scratching of Hamilton's pen allowed Brock a moment to pause. He reflected on everything that happened over the past couple of days.

"It doesn't matter when or how, Venom will return," said Brock. "It might not be today, or tomorrow, but soon we will take down Spider-Man. Pure luck allowed him to beat me. It wasn't anything more. Luck won't save him twice. Lighting can strike once, but never twice. We will have our day."

Hamilton made more notes.

"It's in my professional opinion that this black costume warped your mind, Eddie," said Hamilton.

Brock shook his head. Perhaps this doctor should be the one in the chair.

"No, it just cleared it, Doctor Hamilton," said Brock. "You wouldn't understand. I didn't expect you to understand. But soon the day will be ours. The day will be ours, and Spider-Man will be underneath our feet. We will save the world from him."

Hamilton nodded. The orderlies moved in. The interview was over, and Hamilton had other patients. Brock already became a model prisoner, and walked off with the orderlies. They moved him to his cell.

"We're a bit crowded, Mr. Brock, so you'll be rooming with another patient," said the orderly. "Don't be afraid, we've removed all sharp objects from the room."

Brock was now intrigued. He moved in, and the door opened. A sadistic looking man with red hair sat on a bed, hands folded. The patient had a sadistic and murderous look in his eyes, and a grin appeared on his face.

"Fresh meat," said the red head, and he held out a hand, but he retracted it. "Name's Cletus Kasady, don't touch anything you freak. Or I'll gut you."

Brock shook his head, and took a deep breath. Eddie Brock and Cletus Kasady turned their backs on each other. They were in their cell, and this should have proven to be a start of a beautiful tolerance between the two. The hatred that appeared in Brock's eyes was evident.

He wanted the symbiote. The symbiote would be his, and one day they would be reunited. Even if he had to put up with this nutcase, who was in the corner laughing like a hyena on dope.

* * *

A long last few days had passed. Peter and Gwen were out into the city. It was a beautiful evening. It was not too hot, but the warm breeze blew through them. The two walked across the city. It was a rare quiet night. They stood outside of ESU. It would be on Monday when they would start their first set of classes, and both looked forward to it. It was the next step in both of their lives towards a brighter future.

Gwen and Peter had their arms around each other. They both took a deep breath and enjoyed the moments they had with each other, together. It represented a rare downtime they seldom enjoyed with each other. Peter spun Gwen around, and held her in his arms. Gwen relaxed in them.

"After everything we've been through, this is nice," said Gwen.

"Yeah, it kind of puts things in perspective," said Peter, and Gwen nodded. "The two of us, we've been through quite the roller coaster ride over the past couple of years. It could have flung us off."

"Yeah no kidding," said Gwen with a strained smile.

She took a few deep breaths. Peter's strong arms were around her. They had survived everything together, which made everything much more wonderful. Gwen leaned up, and captured Peter's lips with a kiss. Peter returned, and Gwen leaned into him. The sounds of angry New York traffic ruined the moment prematurely. The two moved over for hopefully more quiet location.

"I look at you every day Gwen, and I realize how lucky I am," said Peter.

"Yeah, well the feelings mutual," said Gwen, and she grabbed Peter's hand. "You've been there for me during some tough times. And I would have gone to pieces without you."

Peter squeezed Gwen's hand in a reassuring manner. "No, you're strong Gwen. I don't know where I would have been without you, and I don't want to know."

"I guess we compliment each other well," said Gwen.

"That we do," said Peter. "The night's young, let's enjoy it while we can."

"Yeah," said Gwen, who half expected some chaotic event to occur to come their fun night out, their last chance out before college.

Nothing came. For once, the city decided to stop. And that was a great thing. There would be many more adventures to come, but Peter Parker and Gwen Stacy were both up to the challenge.

The future would bring many interesting things, as their relationship grew stronger, and it would not be too long before it went to the next level.

When the time was right, it would be done. They walked into a restaurant to enjoy a nice private dinner together.

Both were happy. A new day would come, with the possibility of new adventures, both good and bad, in the future.

**The End of Spider-Man Chronicles Volume 1.**


End file.
